Handbook for Participation of Shareholders in the Ordinary

Handbook for Shareholder Participation in the Annual General Meeting of OSX
Brasil S.A. to be held on April 26, 2013
Contents
1.
2.
3.
4.
Message from the Company's Management
Call Notice
Guidelines for participation of Shareholders in the General Meeting
Clarifications related to the agenda to be voted at the General Meeting
Appendices
I. Forms of Power-of-attorney
II. Resumes of the candidates to the Board of Directors
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1. Message from the Company's Management
Dear Shareholder,
We hereby invite you to attend the Annual General Meeting of OSX Brasil S.A. to be held on April 26,
2012, at 10:30 A.M. at the Company’s headquarters, located at Praça Mahatma Gandhi nº 14, Edifício
Serrador, Centro, Rio de Janeiro, Rio de Janeiro State, pursuant to the Call Notice published in Diário
Mercantil newspaper and in the Official Gazette of the State of Rio de Janeiro on March 26 and 27 and
April 1, 2013, which is also contained in item 2 of this Handbook.
We developed this handbook to encourage attendance and effective participation by the Company’s
Shareholders in our General Meeting, providing information related to this event that reinforces our
continuous commitment to the transparency and quality of the Company’s information and combining
innovation with the highest standards of Corporate Governance.
Sincerely,
João Borges
Chief Financial and Investor Relations Officer
OSX Brasil S.A.
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2. Call Notice
The Call Notice for the Annual General Meeting to be held on April 26, 2013 was published in Diário
Mercantil newspaper and in the Official Gazette of the State of Rio de Janeiro on March 26 and 27 and
April 1, 2013 and is also available on the websites of the CVM (www.cvm.gov.br) and the Company
(www.osx.com.br/ri).
OSX BRASIL S.A.
CNPJ/MF (Corporate Taxpayer’s ID): 09.112.685/0001-32
NIRE (Corporate Registry): 33.3.0028401-0
(Publicly-held Company)
BOVESPA: OSXB3
CALL NOTICE FOR THE ANNUAL GENERAL MEETING
We hereby call the shareholders of OSX BRASIL S.A. (“OSX” or "Company") to meeting in the Annual
General Meeting to be held on April 26, 2013 at 10:30 A.M. at Praça Mahatma Gandhi, nº 14, Centro, Rio
de Janeiro, Rio de Janeiro State to resolve on the following matters:
(i) Review of the management accounts and examination, discussion and vote on the financial
statements for the fiscal year ended on December 31, 2012;
(ii) Approve the allocation of income for the fiscal year ended on December 31, 2012;
(iii) Elect the members of the Board Of Directors; and
(iv) Establish the Management Compensation (Board of Directors and Officers).
Furthermore, the Company states that:
(a) the documents relative to this call notice, including those required by CVM Instruction 481/09 are
available on the headquarters of the Company, on the CVM website (www.cvm.gov.br), and
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BM&FBOVESPA website (www.bmfbovespa.com.br), as well as on the Company’s Investor Relations
website (www.osx.com.br/ri);
(b) to participate in the General Meeting, in addition to photo identification, shareholders should present
to the Company: (i) a statement from the custodian agent proving ownership of the Company’s shares
and the respective shareholding position, (ii) power-of-attorney with the notarized signature of the
grantor should the shareholder be represented by proxy, and (iii) for shareholders who are legal entities,
the respective representation documents should be presented. Additional information is available in the
Management Proposal on the above listed websites;
(c) as provided by Article 141 of Law no. 6,404/76 and CVM Instructions no. 165/91, 282/98 and Article
4 of CVM Instruction no. 481/09, the minimum percentage of voting capital required to request the
adoption of the multiple vote process is 5% (five percent); and
(d) the powers provided in Article 141, items I and II of paragraphs 4 and 5 of Law no. 6,404/76 for the
election of members of the Company’s Board of Directors are guaranteed.
Rio de Janeiro, March 25, 2013.
OSX BRASIL S.A.
BOARD OF DIRECTORS
Eike Fuhrken Batista – Chairman
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3. Guidelines for participation of Shareholders in the General Meeting to be held on April 26,
2013
3.1. Where and when will the General Meeting take place?
The Company’s General Meeting will be held on April 26, 2013, at 10:30 A.M., at Praça Mahatma Gandhi,
nº 14, Centro, Rio de Janeiro, Rio de Janeiro State.
3.2. Who can participate?
The Company’s General Meeting may be attended by all Shareholders that provide evidence of ownership
of Company shares or their respective proxies, as described in item 3.3 below.
3.3. How to participate in the General Meeting?
To participate in the General Meeting, the Shareholders shall be present, in person or by proxy, at the
time and place set forth for the Meeting in the Call Notice, as described in section 2 of this Handbook, and
shall present the documents indicated therein.
In order to expedite the organization of the General Meeting and avoid any delays, the Company requests
that the documents required for participation of the Shareholders in the Meeting be delivered at least 2
business days prior to the General Meeting, by hand delivery, courier or e-mail (in the latter case, the
hard copy must be furnished at the General Meeting) to the following addresses:
Hard Copies:
Att.: OSX Corporate Secretary
Praça Mahatma Gandhi 14, 13th floor
Rio de JaneiroZip Code: 20031-100
E-mail:
Please include in the subject line: Documents Annual General Meeting of OSX Brasil S.A. – April 26, 2013
E-mail: [email protected]
The Company would like to note that the purpose of the prior delivery of the documents is to streamline
the proceedings related to the General Meeting and such prior delivery is not a requirement for
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participation in the Meeting. Relevant documents may be presented upon arrival of the Shareholder at the
General Meeting.
3.4. Does the Shareholder have to personally attend the General Meeting?
No. The Shareholder can either attend in person or, if he so desires, be represented by a proxy.
3.5. How can one be represented by a proxy?
In the event the Shareholder chooses to be represented by a proxy, he should note the relevant powerof-attorney must have been granted less than one year from the date of the General Meeting and that the
proxy must be a shareholder or manager of the Company, a lawyer or a financial institution, pursuant to
applicable legislation.
Furthermore, the power-of-attorney must be notarized and, if it was granted outside of Brazil, shall be
notarized by a duly authorized notary, registered with the Brazilian consulate and translated into the
Portuguese language by a sworn translator.
Annex I to this handbook contains power-of-attorney forms that can be used, if so desired. The use of
such forms is not mandatory for participation in the General Meeting.
3.6. How can further information be obtained?
If there are any questions related to this Handbook or to the General Meeting, please contact:
OSX Corporate Secretary
Tel. + 55 21 2163-9239
[email protected]
In addition, the documents related to the General Meeting and this Handbook are available for analysis
and download on the Company’s website ( www.osx.com.br/ri) and on the CVM website (www.cvm.gov.br).
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4. Clarifications related to the agenda to be voted at the General Meeting
Please find below information related to the items that will be deliberated in the General Meeting,
including the management’s proposal.
I
Verify the management accounts, examine, discuss and vote on the financial statements related to
the fiscal year ended on December 31. 2012
In order to allow for deliberation of this item, the Company made available to the Shareholders the
Management Report, the Financial Statements and Explanatory Notes, and the Report prepared by the
Company’s independent auditors, Ernst & Young Terco Auditores Independentes, which, as a whole,
reflect the Company’s results at the end of 2012, as well as the main events that took place during that
time.
Such documents are available on the Company’s website ( www.osx.com.br/ri) and on the CVM website
(www.cvm.gov.br), in addition to having been published on February 28, 2013 in the Diário Mercantil and
Official Gazette of the State of Rio de Janeiro.
Representatives of the Company’s management and of the independent auditors will be present at the
General Meeting to answer any questions that may arise.
In this context, the Company’s management proposes that the Shareholders’ analyze the documents
available in relation to this item of the Agenda and, after careful consideration, approve the management
accounts and the Company’s Financial Statements related to the fiscal year ended on December 31, 2012,
in the form published by the Company.
II
Approve the allocation of the income of the fiscal year ended on December 31, 2012
The Company’s net income, after the deductions set forth by Law 6,404/76, corresponds to an
accumulated loss of R$130,462,808.26 (one hundred thirty million, four hundred sixty-two thousand,
eight hundred eight reais and twenty-six centavos), as detailed below:
Loss for the year: R$26,334,014.13
Accumulated losses (as at December 31, 2011): R$104,128,794.13
Accumulated losses (as at December 31, 2012): R$130,462,808.26
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Therefore, a proposal for allocation of net income, as well as CVM Instruction 481/09 requirement to
present Appendix 9-1-II, do not apply.
III
Elect the members of the Board of Directors
The Board of Directors is comprised of 10 sitting members, one of whom is the Chairman and another the
Vice-Chairman, elected by the Annual General Meeting for a term of one year, with the possibility of
reelection.
The Company is listed on the Novo Mercado, a segment of the BM&FBOVESPA with the highest level of
requirements with respect to Corporate Governance, and, therefore, at least 20% of its Board of Directors
must be made up of Independent Board Members, as defined in the listing regulation.
The election of members for the Company’s Board of Directors shall occur through a voting process held
by simple vote, in which the Company indicates names, forming a complete list of candidates for the
Board of Directors, which shall be submitted to approval by the Shareholders, except if the cumulative
voting process is requested.
In the event the cumulative voting process is adopted, each share will be entitled to as many votes as
there are positions to be filled in the Board of Directors of the Company. The Shareholder has the right to
cumulate votes in a single candidate or distribute them among various candidates. The request for
adoption of the cumulative voting process may be made by Shareholders representing, at least, 5% of the
Company’s voting capital, up to 48 hours prior to the General Meeting, upon written request to the
Company.
Pursuant to applicable law, whether in the simple or cumulative voting process, the election of a member
(and respective alternate) is ensured in a separate voting process, with the exclusion of the controlling
shareholder, by the majority of shareholders representing, at least, 10% of the shares with voting rights.
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Note that the shares used by the Shareholders to vote on the separate election cannot be used to vote in
the simple or cumulative voting process.
In addition, pursuant to applicable law, the Shareholder who submits an indication of a candidate to the
Board of Directors shall, thereupon, (i) submit a copy of a statement from the candidate informing that
there is no impediment for his election, or make a statement indicating that he obtained from the
appointed member confirmation that such person meets the conditions to execute such instrument; and
(ii) curriculum of the appointed candidate, containing, at least, his qualification, professional experience,
education, main professional activities performed at the moment and indication of which offices he holds
on boards of directors, advisory boards or consulting committees in other companies, if applicable.
The Company’s management proposes the names listed in the table below to compose its Board of
Directors, for a term ending on the General Ordinary General Meeting of 2014. The detailed information
related to each candidate is contained in Annex II of this Handbook, as well as on the Company’s website
(www.osx.com.br/ri) and on the CVM’s website ( www.cvm.gov.br), pursuant to article 10 of CVM Rule
481/09.
Eike Fuhrken Batista
Chairman
Eliezer Batista da Silva
Vice Chairman
Aziz Ben Ammar
Member of the Board
Eduardo Karrer
Member of the Board
Flávio Godinho
Member of the Board
Luiz do Amaral de França Pereira
Independent Member of the
Board
Luiz Eduardo Guimarães Carneiro
Member of the Board
Paulo Monteiro Barbosa Filho
Member of the Board
Rodolpho Tourinho
Independent Member of the
Board
Samir Zraick
Independent Member of the
Board
Messrs. Luiz do Amaral de França Pereira, Rodolpho Tourinho and Samir Zraick
meet all independence
requirements contained in the Differentiated Practices of Corporate Governance Regulation of the Novo
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Mercado, and correspond to 30% of the total number of members of the Board, which is greater than the
percentage required by the mentioned Regulation.
IV
Establish the compensation of the managers (Board of Directors and Executive Board)
The Management proposes the approval of a compensation for the Company’s Management in the amount
of R$8,970,000.00 (eight million, nine hundred seventy thousand reais), to be distributed in accordance
with the duties undertaken, the time devoted to the Company and the professional expertise of each
member of the Management. This amount, which will not necessarily be fully expended, is comprised of,
(i) R$1,710,000.00 (one million, seven hundred ten thousand reais) for payment of Board of Directors and
Committees related to such governing body and (ii) R$7,260,000.00 (seven million two hundred sixty
thousand reais) for the payment of the Executive Board.
In addition to the compensation detailed above, the members of the Company’s Management may
exercise and/or receive stock options for subscription of shares of the Company, pursuant to the
Company’s Stock Option Program and, also, pursuant to the stock options granted by the Company’s
controlling shareholder. The aforementioned Program and annual plans are available on the Company’s
Investor Relations website (www.osx.com.br/ri) and on the CVM’s website (www.cvm.gov.br).
In compliance with Article 12 of CVM Instruction no. 481/09, additional information related to the
compensation of the management, as per item 13 of the Reference Form, is available in Appendix III of
this handbook and on the websites of the Company’s (www.osx.com.br/ri), CVM (www.cvm.gov.br), and
BM&FBovespa (www.bovespa.com.br).
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Appendix I
Forms of Power-of-attorney:
I.
Form of Power-of-attorney setting forth voting instructions to be followed by the Shareholder’s
representative:
POWER OF ATTORNEY
[SHAREHOLDER], [IDENTIFICATION] (“Grantor”), hereby appoints and constitutes as his attorney(s)in-fact Mr.(Messrs.) [NAME], [NATIONALITY], [MARITAL STATUS], [PROFESSION], with ID Card RG N.
[ ], individual Taxpayer Registration CPF/MF N. [ ], residing and domiciled in the city of [ ], State of [ ],
at Rua [ ], [number], (“Grantee (s)”), to represent Grantor as shareholder of OSX Brasil S.A.
(“Company”), at the Ordinary and Extraordinary General Meeting of the Company, to be held on April
27th, 2012, at 3 p.m., at Praça Mahatma Gandhi, n. 14, Centro, Rio de Janeiro, RJ, to whom Grantor
grants powers to attend the General Meeting and vote, on behalf and on account of Grantor, jointly or
individually, irrespective of the order of their appointment, in accordance with the voting instructions
established below for each of the items of the Agenda:
In Ordinary General Meeting:
(1) verify the management accounts, examine, discuss and vote on the
financial statements related to the fiscal year ended on 31.12.2011
(
) In Favor
(
) Against
(
) Abstention
(2) approve the allocation of the income of the fiscal year ended on
31.12.2011
(
) In Favor
(
) Against
(
) Abstention
(
) Abstention
(3) elect the members of the Board of Directors
(
) In Favor
(
) Against
(4) establish the compensation of the managers (Board of Directors and
Executive Board)
(
) In Favor
(
) Against
(
) Abstention
In Extraordinary General Meeting:
(i) Amend the Company’s Stock Purchase or Subscription Option Program
(
) In Favor
(
) Against
(
) Abstention
Place, [month] [day], [year]
__________________________________________
[Grantor’s signature duly certified by a notary]
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II. Form of Power-of-attorney that does not set forth voting instructions to be followed by the
Shareholder’s representative:
POWER OF ATTORNEY
[SHAREHOLDER], [IDENTIFICATION] (“Grantor”), hereby appoints and constitutes as his attorney(s)in-fact Mr.(Messrs.) [NAME], [NATIONALITY], [MARITAL STATUS], [PROFESSION], with ID Card RG N.
[ ], individual Taxpayer Registration CPF/MF N. [ ], residing and domiciled in the city of [ ], State of [ ],
at Rua [ ], [number], (“Grantee (s)”), to represent Grantor as shareholder of OSX Brasil S.A.
(“Company”), at the Ordinary and Extraordinary General Meeting of the Company, to be held on April
27th, 2012, at 3 p.m., at Praça Mahatma Gandhi, n. 14, Centro, Rio de Janeiro, RJ, to whom Grantor
grants powers to attend the General Meeting and vote, on behalf and on account of Grantor, jointly or
individually, irrespective of the order of their appointment, on each of the items of the Agenda.
Place, [month] [day], [year]
__________________________________________
[Grantor’s signature duly certified by a notary]
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Appendix II
Curriculum of the candidates to the Board of Directors
Chairman
Eike Fuhrken Batista studied metallurgical engineering at Aachen University in Germany. He is the founder
of the EBX Group and is currently Chairman of the Board of Directors OGX Petróleo e Gás Participações
S.A. (since 2007), as well as of OSX Brasil S.A. (since 2009), MMX Mineração e Metálicos S.A. (since
2005), MPX Energia S.A. (since 2007), LLX Logística S.A. (since 2007), IMX Holding S.A. (since 2011),
CCX Carvão da Colômbia S.A. (since 2012), all of which are also EBX Group companies. He was also CEO
of OGX Petróleo e Gás Participações S.A. (2007-2012) and Chairman and CEO of TVX Gold Inc. (19862001), a publicly held gold mining company traded in the Toronto and New York Stock Exchanges.
Vice-Chairman
Eliezer Batista da Silva has a degree in civil engineering from the University of Paraná and obtained postgraduate degrees and training in the United States and Europe. He is currently Honorary Chairman of the
Boards of Directors of MMX Mineração e Metálicos S.A. (since 2005) and LLX Logística S.A. (since 2007)
and Vice-Chairman of the Boards of Directors of OGX Petróleo e Gás Participações S.A. (since 2007), OSX
Brasil S.A. (since 2009), MPX Energia S.A. (since 2007) and CCX Carvão da Colômbia S.A. (since 2012),
all of which are also EBX Group companies. In addition, he is a member of the Board of Directors of the
Monteiro Aranha Group, BUNGE Group, and NEXANS Brasil S/A, a member of the Board of Trustees of the
Brazilian Center for International Relations (CEBRI/Rio), a member of the Russian Academy of Science
and of the World Business Council for Sustainable Development, member of the Board of Directors of IBIO
– Instituto Bio Atlântica and of Lorinvest – Gestão de Recursos Ltda., and Honorary President of the
Brazil-Japan Eminent Persons Group.
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Members of the Board of Directors
Aziz Ben Ammar has a degree in business administration from the University of Southern California and in
mathematics and applied computer science from Paris Descartes University. He is currently a member of
the Board of Directors of OGX Petróleo e Gás Participações S.A. (since 2012); OSX Brasil S.A. (since
2012); MMX Mineração e Metálicos S.A. (since 2012); MPX Energia S.A. (since 2012); CCX Carvão da
Colômbia S.A. (since 2012); LLX Logística S.A. (since 2012); and NRX, all EBX Group companies. He is
also a member of the Board of Directors of Arab Debt Recovery, Curat Hospital, Allegiance Law Office and
Unifactor. In addition, he is also a member of the Board of Allegiance Group.
Eduardo Karrer graduated with a degree in civil engineering from Rio de Janeiro State University (UERJ)
and completed an MBA in public administration at PUC-RJ. He also studied in the Leadership Development
Program at Rice University and the General Management Program at SMU’s Cox School of Business. Mr.
Karrer is currently Chief Executive Officer of MPX Energia S.A. (since 2007). In addition, he is a member
of the Boards of Directors of OGX Petróleo e Gás Participações S.A. (since 2010); LLX Minas-Rio Logística
Comercial Exportadora S.A. (since 2011), OSX Brasil S.A. (since 2012) and CCX Carvão da Colômbia S.A.
(since 2012), all EBX Group companies. He was formerly Superintendent Officer of Rio Polímeros S.A
(2007), Chief Executive Officer (2002-2007) and Vice-President of Operations and New Projects for South
America (2001-2002) of El Paso Brasil Ltda., and also served as General Manager of International
Marketing at Petrobras S.A. (2000). He served as Executive Manager of International Markets at Petrobras
Distribuidora S.A. (1999), in addition to Executive Manager of Aviation Products (1998) and Executive
Manager of the Gas and Energy Division (1997), General Manager of the Marlim Project (1996) and
Project Manager of the Barracuda and Albacora Projects (1992-1995) as Petrobras S.A. and Project
Manager at Petrobras América Inc. (1990-1991). Mr. Karrer also worked as an Engineer in the Production
Engineering Division of Petrobras S.A. (1986-1989), and was Project Manager at Construtora Rabello
(1984-1985).
Flavio Godinho has a law degree from the Pontifical Catholic University of Rio de Janeiro. Currently, he is a
member of the Board of Directors of OSX Brasil S.A. (since 2007), as well as a member of the Board of
Directors of MPX Energia S.A. (since 2007) and LLX Logística S.A. (since 2009), an alternate member of
the Board of Directors of IMX Holding S.A. (since 2011) and General Counsel of EBX Holding Ltda. (since
2010). He has nearly 25 years of experience in various M&A and Corporate Finance transactions
associated with the natural resources, energy, sanitation and logistics sectors. He was Senior Vice
President, General Counsel and Chief Corporate Development Officer in several Brazilian and foreign
companies associated with the EBX Group.
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Luiz do Amaral de França Pereira is a civil engineer graduated from the Federal University of Paraná and
attended the Executive Program at Stanford University, as well as several courses in business
administration and corporate finance. Currently, he is an independent member of the Board of Directors of
LLX Logística S.A. (since 2007), MMX Mineração e Metálicos S.A. (since 2007), MPX Energia S.A. (since
2007), OSX Brasil S.A. (since 2010), OGX Petróleo e Participações S.A. (since 2011), and CCX Carvão da
Colômbia S.A. (since 2012), also serving as a member of the Audit Committees of these companies. He
was a member of the Fiscal Council of Instituto Desiderata and member of the Board of Directors of Brasil
Florestas S.A. He served as Vice-President of Finance and Investor Relations for Caemi Mineração e
Metalurgia S.A., and later was a member of its Board of Directors. He was Administrative-Financial Officer
and Executive Officer of Siderúrgica Hime S.A. and other Bozano Simonsen Group companies, in addition
to Executive Vice-President of Monteiro Aranha S.A. and member of the Boards of Directors of Klabin
Papel e Celulose S.A. and other affiliated companies. He worked for nearly 20 years for Companhia Vale
do Rio Doce, first in various technical and executive positions and later as Chief Financial abnd Investor
Relations Officer and Vice-Chairman of the Board of Directors, as well as member of the Board of
Directors of its subsidiaries and affiliates. He has also served as a business consultant and professor at
the engineering schools of the federal universities of Paraná and Espírito Santo, as well as the PUC Rio de
Janeiro School of Public Administration.
Luiz Eduardo Guimarães Carneiro graduated with a degree in mechanical engineering from Fluminense
Federal University. He also completed an Oil Engineering Program at Petrobras, and holds an MBA from
Columbia University. Currently, he is Chief Executive Officer of OGX Petróleo e Gás Participações S.A.
(since 2012) and member of the Board of Directors of OSX Brasil S.A. (since 2010). In addition, he
worked as Chief Executive Officer (2010-2012) and Executive Officer of Operation at OSX Brasil S.A.
(2010), as Corporate Executive Manager and Executive Manager of Automotives at BR Distribuidora,
General Manager of Telecommunications, Executive Manager of Information Technology Services,
Executive Manager of Engineering Services, Executive Superintendent of Exploration and Production for
the South/Southeast, General Manager of the E&P Department, Superintendent of Production in the
Production Department (head office/RJ), Superintendent of Production for Macaé-Campos Basin, Head of
the Well Completion and Restoration Division of the Production Department (head office/RJ), Head of the
Well Completion and Restoration Division for Macaé - Campos Basin, and Head of the Well Completion and
Restoration Division for Natal - Potiguar Basin at Petrobras. He also worked at MacLaren Shipyard, was
Second Lieutenant R/2 of the Brazilian Army Infantry and Executive Officer of Schahin Petróleo e Gás.
Paulo Monteiro Barbosa Filho has a degree in Electrical Engineering from the Pontifical Catholic University
of Petrópolis and an MBA in Strategic Management and Planning. He is currently The Sustainability Officer
and Chairman of the Sustainability Council of EBX Holding Ltda., as well as member of the Board of
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Directors of OGX Petróleo e Gás Participações S.A. (since 2010), OSX Brasil S.A. (since 2011), MPX
Energia S.A. (2007-2010) and LLX Logística S.A. (since 2010). With 32 years of experience in the Electric
Sector, he served as Business Development and Environment Officer of MPX Energia S.A. (2007-2010),
Energy Officer of MMX (2005-2007), responsible for Strategic Energy Planning for the EBX Group since
2001, managing partner of Energy Consultoria e Participações Ltda. (1998-2001), and Executive Officer of
Enersul S.A. (1995-1997), where he was responsible for the development of a strategic plan for the power
generation complex in Mato Grosso do Sul.
Rodolpho Tourinho Neto has a degree in Economics from the University of São Paulo and Federal
University of Bahia and completed extension courses in Business Administration at Bradley University
(Illinois/USA). Currently, he is an independent member of the Boards of Directors of OSX Brasil (since
2011), MPX Energia S.A. (since 2007), OGX Petróleo e Gás Participações S.A. (since 2008) and CCX
Carvão da Colômbia S.A. (since 2012), all of which are EBX Group companies. Furthermore, he has
served as a member of the Audit Committees at OGX Petróleo e Gás Participações S.A. and CCX Carvão
da Colômbia S.A. He is also currently serving as member of the Strategic Board of FIESP, Chairman of the
Infrastructure Board of FIESP, President of the Claro Institute, President of SINICON, member of the
Board of Directors of GDK S.A., member of the Advisory Committee of Renk Zanini S.A. Equipamentos
Industriais, and member of the Advisory Committee of Instituto EDP Energias do Brasi. He was Senator
for the State of Bahia (2003-2007), Minister of Mines and Energy and Chairman of the Boards of Directors
of Petrobra, Petrobrás Distribuidora and Eletrobras. From 1991 to 1998, he served as Secretary of Finance
of the State of Bahia, also serving as coordinator of the National Finance Policy Board (Conselho Nacional
de Política Fazendária - CONFAZ), Chairman of the Board of Directors of the Development Bank of the
State of Bahia (Banco de Desenvolvimento do Estado da Bahia - DESENBANCO) and Chairman of the
Board of Directors of the Bank of the State of Bahia (BANEB). He was also Vice-President of Banco
Econômico S.A., Executive Officer of Construtora OAS and General Manager of Bahema S.A.
Samir Zraick has a degree in Electronic Engineering from the Polytechnic School of the Rio de Janeiro
Catholic University, a Master’s degree in Electronic Engineering from Delft University in Delft, Netherlands,
completed a Doctorate in Engineering from the College of Science at the University of Paris, and
completed post-graduate studies at COPPE, UFRJ - Professor of Digital Techniques (1966-1968). He is
currently a member of the Boards of Directors of MMX Mineração e Metálicos S.A. (since 2006), MPX
Energia S.A. (since 2007), LLX Logística S.A. (since 2007), OSX Brasil S.A. (since 2010), OGX Petóleo e
Gás Participações S.A. (since 2011), and CCX Carvão da Colômbia S.A. (since 2012), all of which are also
part of the EBX Group. He is also a member of the Audit Committees of OGX Petróleo e Gás Participações
S.A., OSX Brasil S.A., MPX Energia S.A., MMX Mineração e Metálicos S.A. and LLX Logística S.A. In
addition, he is also currently a member of the Board of Directors of EMBRAER (since 2006) and was
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formerly a member of the Board of Directors of Canico Resources Co. (2004-2005), a member of the
Strategic Committee of Vale do Rio Doce (2004), where he was also Special Advisor to the Strategic
Committee (2000-2004) and member of the Board of Directors as representative of Soros Equity Fund
(2000), Special Advisor to the Board of Directors of TVX Gold IND (1998-2001), member of the Board of
Directors
and Chairman of the Marketing Committee of QCM (1990-1999), Chief Financial and
Development Officer of Caemi – Mineração e Metalurgia S.A. (1986-1998), President of Rio Doce América
(1984-1986), Chief Financial Officer of Vale do Rio Doce (Implementation of the Carajás Project) (19791984),
Vice-president
of
Rio
Doce
(Subsidiary)
(1975-1979),
General
Systems
Manager
and
Superintendent of Control of Vale do Rio Doce (1971-1986). He also worked as Systems and Basic
Software Development Analyst at the European Multinational Agency for upper space air traffic, in
connection with his doctoral dissertation in France (1969-1970).
17