Minutes of the Extraordinary General Meeting

Minutes of the General Extraordinary Shareholders’ Meeting of
rd
Cetip S.A.- Mercados Organizados as of September 23 , 2013.
Page 1 of 4.
CETIP S.A. – MERCADOS ORGANIZADOS
CNPJ nº 09.358.105/0001-91
NIRE 33.300.285.601
MINUTES OF THE GENERAL SHAREHOLDERS’ MEETING,
HELD ON SEPTEMBER 23RD, 2013.
DATE, TIME AND LOCATION: On September 23rd, 2013, at 10:00 AM, at Cetip S.A. –
Mercados Organizados (Company) headquarters, in the auditorium on the second floor of
Presidente Castello Branco Building, located at Avenida República do Chile 230, in the city
and state of Rio de Janeiro
CALL AND NOTICE OF MEETING: Call notices were published in Diário Oficial do Estado do
Rio de Janeiro and in the newspapers Valor Econômico of the States of Rio de Janeiro and
São Paulo, on September 5th, 6th, and 9th, 2013. The documents required by CVM
Instruction 481/2009 were also disclosed electronically to the market.
ATTENDANCE: Shareholders present represented forty three (43%) percent of the voting
capital and total capital stock of the company. Members of the Administration of the
Company also attended.
AGENDA: (1) Election of Mr. Luis Felix Cardamone Neto to occupy the position of
Member of the Board of Directors of the Company, in replacement of Mr. Gilson
Finkelsztain, who resigned the position on July 12th, 2013; (2) Ratification of the
appointment of Members Edgar da Silva Ramos, David Scott Goone, Ary Oswaldo Mattos
Minutes of the General Extraordinary Shareholders’ Meeting of
rd
Cetip S.A.- Mercados Organizados as of September 23 , 2013.
Page 2 of 4.
Filho and Alexsandro Broedel to integrate the Committee for Appointment of
Independent Members; (3) Re-ratification of item 2, of the resolutions of the Minutes of
the General Extraordinary Shareholders’ Meeting held on April 29th, 2013, to correct the
mistake in transcribing the amount of capital increase approved so that the amount is
BRL 211,962,822.77 instead of BRL 211,962,814.10.
BOARD: Mr. André Veiga Milanez – Chairman; and Mrs. Izabella Arger Cadier - Secretary.
RESOLUTIONS: The following resolutions were approved:
1) By unanimous vote of the present, these minutes were authorized to be drawn up in
summary format and to be published without the signatures of the shareholders,
pursuant to Article 130, paragraphs 1 and 2, of Law nr. 6404/76;
2) By majority vote of the present, and without reserves or exceptions, the election of Mr.
Luis Felix Cardamone Neto, Brazilian Citizen, married, business administrator, holder of
the identity card nr. 11.759.329, issued by SSP/SP, enrolled with the Ministry of Finance
as individual taxpayer registered under (CPF/MF) nr.042.649.938-73, with offices at Av.
Juscelino Kubitschek, nr. 2.235, 15º andar, Vila Olímpia, in the City and State of São Paulo,
SP, to occupy the position of Member of the Board of Directors of the Company for the
remaining period of the mandate of the replaced member, that is, until April 17th , 2014.
3) By majority vote of the present, without reserves or exceptions, the ratification of the
appointment of Members Edgar da Silva Ramos, David Scott Goone, Ary Oswaldo Mattos
Filho, and Alexsandro Broedel Lopes to integrate the Committee for Appointment of
Independent Members.
Minutes of the General Extraordinary Shareholders’ Meeting of
rd
Cetip S.A.- Mercados Organizados as of September 23 , 2013.
Page 3 of 4.
4) By unanimous vote of those present, recorded the abstentions and with or without
exceptions, the re-ratification of item 2 of the resolutions of the Minutes of the General
Extraordinary Shareholders’ Meeting, held on April 29th, 2013, recorded at JUCERJA under
nr. 00002468333, on May 8th, 2013 which enters in force with the following wording: By
unanimous vote of those present, recorded the abstentions without exceptions or
reserves, the proposal for capital stock of the Company increase in the amount of two
hundred and eleven million, nine hundred and sixty two thousand, eight hundred and
twenty two reais and seventy seven cents (BRL 211,962,822.77) without issuance of new
shares, by means of capitalization of the excess profit reserves according to the terms of
Article 199, of the Brazilian Corporate Law (Lei das S.A.), in the amount of sixty one
million, nine hundred and sixty two thousand, eight hundred and twenty two reais and
seventy seven cents (BRL 61,962,822.77) and of capitalization of reserves in the amount
of one hundred and fifty million reais (BRL 150,000,000,00) being: (i) eighteen million
seven hundred and eighty six thousand, two hundred and fourteen reais and twenty four
cents (BRL 18,786,214.24) relative to the capital reserve resulting from the merger of
Cetip – Custody and Settlement Chamber (“Cetip Association”); (ii) three hundred and
sixty eight thousand, two hundred and sixty one reais and ninety three cents (BRL
368,261.93) relative to the capital reserve resulting from the merger of Advent
Depository Participações S.A.; (iii) seventy seven thousand and eighty five reais
(BRL 77,085.00)relative to premium reserve of share subscription; and (iv) one hundred
and thirty million, seven hundred and sixty eight thousand, four hundred and thirty eight
reais and eighty three cents (BRL 130,768,438.83) relative to the capital reserve resulting
from the merger of GRV Solutions S.A. Thus, the capital stock subscribed of the Company
goes from three hundred and forty seven million, seven hundred and e four thousand,
one hundred and seventy one reais and fifty one cents (BRL 347,794,171.51) divided into
two hundred and fifty nine million, seventy seven thousand, two hundred and thirty
(259,077,230) ordinary shares with no par value, to five hundred and fifty nine million,
seven hundred and fifty six thousand, nine hundred and ninety four reais and twenty
eighty cents (BRL 559,756,994.28), divided into two hundred and fifty nine million,
seventy seven thousand, two hundred and thirty (259,077,230) ordinary shares with no
par value.
Minutes of the General Extraordinary Shareholders’ Meeting of
rd
Cetip S.A.- Mercados Organizados as of September 23 , 2013.
Page 4 of 4.
Closure: There being no further business to discuss, the meeting was closed, drawing up
these minutes in summary format, which were read, approved and signed by all those
present.
I hereby declare that this is a true and faithful copy of the minutes of the meeting, which
has been entered in the appropriate registration book.
Rio de Janeiro, September 23rd, 2013.
André Veiga Milanez
Chairman of the Meeting
Izabella Arger Cadier
Secretary