Minutes of Annual and Extraordinary Shareholders Meeting

CESP – COMPANHIA ENERGÉTICA DE SÃO PAULO
C.N.P.J. No. 60.933.603/0001-78
NIRE – 35300011996
ORDINARY AND EXTRAORDINARY GENERAL MEETINGS
DATE AND TIME: On the twenty-fourth (24th) days of April 2013, at 15:00. LOCATION:
Headquarters, at Avenida Nossa Senhora do Sabará, 5312, São Paulo – SP. CALL: Call Notice
published on April 9, 10, and 11, 2013 in the Official Gazette of the State – Business Section and
Folha de São Paulo. ATTENDANCE: Shareholders representing more than two thirds (2/3) of the
capital stock with voting rights, as per the signatures contained in the Shareholders’ Attendance
Book and, pursuant to paragraph 1 of article 134 of Act 6,404/76, Mr . Almir Fernando Martins –
CFO and Director of Investor Relations, Mr. Mauro Marques – Accountant, Mr. Fabio Alonso –
representative of the Audit Committee, and Mr. Henrique Premoli Silva – representative of Ernst &
Young Terco Auditores Independentes S.S.. BOARD: Chairman – Carlos Pedro Jens, Secretary –
Paulo Enéas Pimentel Braga. ORDINARY GENERAL MEETING – Agenda: 1) Annual Management
Report and Financial Statements for the Financial Year 2012, alongside the Independent Auditor
and Audit Committee Reports; 2) Proposed allocation of results and proposed distribution of
dividends to shareholders; 3) Election of members of the Board of Administration; and 4) Election of
members of the Audit Committee. CLARIFICATIONS: 1) The matters were duly considered by the
Council for the Defense of the State Capital – CODEC, through Opinion 055/2013 of 4/23/2013; 2)
The minutes were drawn up in summary form, in accordance with paragraph 1 of Article 130 of Act
6,404/76. RESOLUTIONS: 1) Annual Management Report and Financial Statements for the
Financial Year 2012, alongside the Independent Auditor and Audit Committee Reports. The
Chairman of the Board brought up for discussion the matter included in item 1 of the Agenda: The
representative of the shareholder State Treasury of São Paulo, Attorney Cristina Mastrobuono took
the floor and, based on CODEC Opinion 055/2013, considering the demonstrations in favor of the
Board of Directors and Audit Committee and the report of ERNST & YOUNG TERCO Auditores
Independentes S.S., opined in the sense that the financial statements fairly present, in all material
respects, the asset and financial status of CESP “as of December 31, 2012, the performance of its
operations and its cash flows for the financial year then ended, in accordance with accounting
practices adopted in Brazil and IFRS issued by the IASB”, proposed the approval of item 1. The
Chairman of the Board put the proposal to vote of the State Treasury and the matter was approved
by unanimous vote, with the abstention from the representative of the shareholder Vinci Gas Canoy
Dividendos Fundo de Investmentos em Ações, Mr. Marcello Joaquim Pacheco. 2) Proposed
allocation of results and proposed distribution of dividends to shareholders. The Chairman of the
Board brought up for discussion the matter included in item 2 of the Agenda: The representative of
the shareholder State Treasury of São Paulo, Attorney Cristina Mastrobuono, took the floor and,
based on the CODEC Opinion 055/2013, proposed, in accordance with the demonstrations in favor
of the Board of Administration and Audit Committee, the approval of the distribution of
R$386,171,000, with R$115,000,000 in dividends in the form of interest on private capital, already
distributed, and R$271,171,000 in dividends, to be paid by November 30, 2013. The Chairman of
the Board put the proposal of the State Treasury to a vote and the matter was approved by
unanimous vote, with an abstention from the representative of the shareholder Canoy Dividendos
Fundo de Investmentos em Ações, Mr. Marcello Joaquim Pacheco. 3) Election of members of the
Board of Administration. The Chairman of the Board brought up for discussion the matter included in
item 3 of the Agenda: The representative of the shareholder State Treasury of São Paulo, Attorney
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Cristina Mastrobuono took the floor and, based on CODEC Opinion 055/2013, proposed the election
of the following members to the Board of Administration of the Company: JOSÉ ANÍBAL PERES
PONTES – Chairman; MAURO GUILHERME JARDIM ARCE; ANDREA SANDRO CALABI;
CARLOS PEDRO JENS; FERNANDO CARVALHO BRAGA; MARCOS ANTONIO DE
ALBUQUERQUE; RICARDO ACHILLES; CLÓVIS LUIZ CHAVES; MIGUEL MOUBADDA HADDAD.
Mr. Mauro Rodrigues da Cunha was appointed for the Board of Administration by the Preferred
Shareholders. The Chairman of the Board put item 3 of the agenda to vote and the matter was
approved by a majority of votes, with the election of the following members to the Board of
Administration: Chairman: José Anibal Peres de Pontes, Brazilian, married, economist , RG No.
13.835.924-SSP/SP, CPF/MF No. 106.629.522-00, residing and domiciled at Rua Maranhão, 887,
São Paulo/SP, Mauro Guilherme Jardim Arce, Brazilian, married, electrical engineer, RG No.
2.550.634, CPF No. 107.894.648-53, residing and domiciled at Rua Tuim, 371, apt. 62, São
Paulo/SP, Andrea Sandro Calabi, Brazilian, consensually separated, economist, RG No. 2.763.894
SSP/SP, CPF/MF No. 002.107.148-91, residing and domiciled at Rua Tucumã, 217, apt. 241, São
Paulo/SP, Ricardo Achilles, Brazilian, married, engineer, RG No. 16.983.872 SSP/SP, CPF/MF
No. 111.702.348-60, residing and domiciled at Rua Maracá, 266, apt. 53, São Paulo/SP, Carlos
Pedro Jens, Brazilian, married, civil engineer, RG No. 2.701.036, CPF/MF No. 003.300.198-72,
residing and domiciled at Rua Dr. José Alves Sobrinho, 150, apt. 22, São Paulo/SP, Fernando
Carvalho Braga, Brazilian, divorced, economist, RG No. 4.911.744, CPF/MF No. 538.987.458-72,
residing and domiciled at Rua Itapaiúna, 1800, apt. 201, São Paulo/SP, Marcos Antonio de
Albuquerque, Brazilian, married, business administrator, RG No. 5.490.920-X, CPF/MF No.
404.160.628-49, residing and domiciled at Rua Chiquinha Rodrigues, 241, São Paulo/SP , Clovis
Luiz Chaves, Brazilian, married, lawyer, RG No. 8.184.952-7, CPF/MF No. 363.794.928-87,
residing and domiciled at Alameda das Andorinhas, 520, São Jose do Rio Preto/SP, Miguel
Moubadda Haddad, Brazilian , married, lawyer, RG No. 9.512.557, CPF/MF No. 964.768.508-49,
residing and domiciled at Rua Retiro, 280, apt. 161. Jundiaí/SP, and Mauro Rodrigues da Cunha,
Brazilian, married, economist, RG No. 404.399, issued by the Ministry of the Navy/RJ, CPF/MF No.
004.275.077-66, residing and domiciled at Rua São Paulo Antigo, 500, apt. 34C, São Paulo/SP. Mr.
Carlos Pedro Jens remained in the capacity of Independent Councilor under § 3 of Article 9 of the
Bylaws of the Company. Moreover, considering the provisions of Article 239 of the Corporations Act,
the appointment of one member and an alternate from the minority shareholder to compose the said
Council shall not be hindered, if required. Also, pursuant to Article 141, paragraph 4 of the same
law, the appointment of a member of the preferred shareholder to the Board of Administration of the
Company should be upheld, if exercised. The newly-elected Board members shall perform their
duties in accordance with the Bylaws, with a unified term until the Meeting intended for the approval
of the 2014 accounts, subject to the provisions of Article 140 of Federal Act 6,404/76, and their
remuneration shall be fixed in accordance with the guidelines of this Board, under CODEC Opinion
001/2007, and receipt shall be subject to the conditions set out in CODEC Opinion 116/2004, with
the possibility of compensation on a “pro rata temporis” basis, as mentioned in CODEC Opinion
057/2003 and Article 4 of CODEC Resolution 01/91. It should be noted that, given the issue of State
Decree 58,265 of August 2, 2012, as from the month of issue of said law, the authorization
contained in CODEC Opinion 150/2005 no longer applies, which provided for the extension to
members of the Board of Directors of the premium instituted by CODEC Opinion 057/2003.
However, the system described in the latter and other related material in relation to the members of
the Board remains unchanged. Investiture in the position should meet the requirements, constraints
and procedures of the Corporation Act and other provisions in force, and the need to observe
CODEC Resolution 01/2010 should be noted. With regard to the declaration of assets, the
applicable state regulations should be observed. 4) Election of the members of the Audit Committee.
The Chairman of the Board brought up for discussion the matter included in item 4 of the Agenda:
The representative of the shareholder State Treasury of São Paulo, Attorney Cristina Mastrobuono,
took the floor and, based on CODEC Opinion 055/2013, proposed the election of the following
members to the Audit Committee of the Company: EMILIA TICAMI and her alternate JOÃO PAULO
DE JESUS LOPES; FABIO ALONSO and his alternate ENIO MARRANO LOPES; HÉLIO PILNIK
and his alternate PAULO ROBERTO FARES. Considering the provisions of Article 240 of Act
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6,404/76, the shareholders owning minority common shares and preferred shares should be
provided, if required, with the right to elect, each, one (1) member of the Audit Committee and an
alternate. Audit Committee members shall hold office until the next Ordinary General Meeting and,
in the event the member is unable to attend, the alternate shall be called to attend the meetings. The
Audit Committee members shall receive a monthly compensation at the rate of twenty percent (20%)
of the monthly remuneration of the directors of the Company, subject to attendance to at least one
monthly meeting, and shall be entitled to compensation on a “pro rata temporis” basis, paid in
December, according to CODEC Resolution 001/91. Investiture in the position of Audit Committee
member should meet the requirements, constraints and procedures of the Corporation Act and other
applicable regulations. With regard to the declaration of assets, the applicable regulations should be
observed. The Chairman of the Board opened the floor to the representative of the shareholder Vinci
Gas Canoy Dividendos Fundo de Investimentos em Ações, Mr. Marcello Joaquim Pacheco, who, in
conjunction with the representative of the shareholder Talos Capital Limited, Mr. Rodrigo Mesquita
Pereira, in the exercise of the powers conferred on him by Article 240 of Act 6,404/76, as
preferential shareholders of the Company, indicated Manuel Jeremias Leite Caldas as effective
member and Fernando Cézar Maia as alternate. The representative of the shareholder Banco
Santander S.A., Mr. Luciano Faleiros Paolucci, in accordance with article 240 of Act 6,404/76, in the
quality of holder of common minority shares, appointed Amancio Acúrcio Gouveia as effective
member and Anna Paula Dorce Armonia as alternate. The Chairman of the Board put item 4 of
the Agenda to vote and the matter was approved by a majority vote, with the Audit Committee being
constituted as follows: Full Members: Emilia Ticami, Brazilian, single, public administrator, RG No.
6.923.423-1, CPF/MF No. 022.489.508-70, residing and domiciled at Rua Francisco Pugliese, 403,
São Paulo/SP, Fabio Alonso, Brazilian, married, accountant, RG No. 10.131.545-4, CPF/MF No.
046.944.808-39, residing and domiciled at Rua Vergueiro, 168, apt. 84. São Paulo/SP, Hélio Plinik,
Brazilian, married, economist, RG No. 7.156.788, CPF/MF No. 759.900.598-68, residing and
domiciled at Rua João Ramalho, 277, apt. 83, São Paulo/SP, Amâncio Acúrcio Gouveia,
Brazilian, married, accountant, RG No. 6.234.162-3/IFP, CPF/MF No. 735.075.127-34, residing and
domiciled at Rua Itapiúna, 1800, apt. 134, São Paulo/SP, Manuel Jeremias Leite Caldas,
Brazilian, married, doctor and master in economics, RG No. 284.123, CPF/MF No. 535.866.207-30,
residing and domiciled at Avenida Lucio Costa, 6700/1103, Barra da Tijuca Rio de Janeiro/RJ.
Alternate Members: João Paulo de Jesus Lopes, Brazilian, married, civil engineer, RG No.
3.678.376, CPF/MF No. 205.976.658-34, residing and domiciled at Rua Girassol, 756 apt., 41, São
Paulo/SP, Enio Marrano Lopes, Brazilian, married, business administrator, RG No. 8.385.865-9,
CPF/MF No. 021.526.678-16, residing and domiciled at Rua Fonseca da Costa, 221, Jardim da
Saúde, São Paulo/SP, Paulo Roberto Fares, Brazilian, married, civil engineer, RG No. 6.607.476,
CPF/MF No. 032.721.388-46, residing and domiciled at Alameda Espanha, 320, Carapicuíba/SP,
Anna Paula Dorce Armonia, Brazilian, divorced, Bachelor in law, business administrator and
accountant, RG No. 17.907.735-1, CPF/MF No. 148.895.798-09, residing and domiciled at Rua
Jesuíno Arruda, 755, apt. 11, São Paulo/SP and Fernando Cézar Maia, Brazilian, married,
electrical engineer, RG No. 1.021.177, CPF/MF No. 443.096.007-00, residing and domiciled at
Avenida Santa Monica, Block 5, apt. 802, Barra da Tijuca, Rio de Janeiro/RJ. EXTRAORDINARY
GENERAL MEETING – Agenda: 1) Ratification of CODEC Opinion 03/2013, which addresses the
remuneration of Board members; 2) Amendment of the Bylaws to institute new writings to the
heading of Article 3 and item III of Article 20. RESOLUTION: The Chairman of the Board brought up
for discussion the matter contained in item 1 of the Agenda: The representative of the shareholder
State Treasury of São Paulo, Attorney Cristina Mastrobuono, in accordance with the provisions of
Article 152 of Act 6,404/76 and based on CODEC Opinion 055/2013, proposed the adjustment of
the remuneration of the Board members, at the individual monthly amount of twenty thousand five
hundred ninety reais (R$20,590.00), effective as from the month of competence of January 2013,
pursuant to CODEC Opinion 003 and Circular Letter 001/GS-CODEC of January 31 of the current
year. Similarly, State Prosecutor shall record that, on the constant amount of the previous
paragraph, in accordance with the CODEC Opinion that specifies it, the percentage established in
CODEC Opinion 001/2007 shall also be covered, regarding the remuneration of audit committee
and board members, with the remaining conditions for receipt of the respective remuneration,
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according to the CODEC guidelines in force. Moreover, the board members may be entitled to the
occasional premium, pursuant to CODEC Opinion 150/2005. The authorization of the establishment
of the annual compensation on a “pro rata temporis” basis, paid in December, under Article 4 of
CODEC Resolution 01/91 is also proposed to members of the Board, Board of Administration and
Audit Committee. The Chairman of the Board put the proposal of the State Treasury to vote and the
matter was approved by unanimous vote, with an abstention from the representative of the
shareholder Vinci Gas Canoy Dividendos Fundo de Investimentos em Ações, Mr. Marcello Joaquim
Pacheco. The Chairman of the Board brought up for discussion the matter included in item 2 of the
Agenda: The representative of the shareholder State Treasury of São Paulo, Attorney Cristina
Mastrobuono, took the floor and, based on CODEC Opinion 055/2013, proposed the approval of the
statutory amendments presented, the corporate arrangements being in force with the following
wording: “ARTICLE 3 – The capital stock is five billion nine hundred seventy-five million four
hundred thirty-three thousand, four hundred fifty-four reais and forty-three cents
(R$5,975,433,454.43), divided into three hundred twenty-seven million, five hundred two thousand
six hundred seventy-three (327,502,673) shares, of which one hundred nine million one hundred
sixty-seven thousand five hundred fifty eight (109,167,558) are ordinary shares of a single class,
seven million seven hundred two thousand seven hundred twenty six (7,702,726) are class A
preferred shares, and two hundred and ten million six hundred thirty-two thousand three hundred
eighty-nine (210,632,389) are class B preferred shares, all nominative and without par value.”
“ARTICLE 20 – The CEO shall: III – represent the company, actively or passively, in or out of court,
with the possibility of appointing a proxy for this purpose, to receive initial summons and
notifications, observing the provisions of Article 21 hereof; “The Chairman of the Board put the
proposal of the State Treasury to vote and the matter was approved by unanimous vote, with an
abstention from the representative of the shareholder Vinci Gas Canoy Dividendos Fundo de
Investimentos em Ações, Mr. Marcello Joaquim Pacheco. CLOSURE AND SIGNATURE OF THE
MINUTES: There being no other matters, the Chairman closed the work of the Ordinary and
Extraordinary General Meetings, requesting the recording of these minutes, which, upon being
read and approved, were signed by the board and shareholders present that constitute the majority
required for the resolutions taken. Carlos Pedro Jens – Chairman of the Board; Paulo Enéas
Pimentel Braga – Secretary; Cristina Mastrobuono –State Treasury of São Paulo; Wilson Bandeira
de Moura – Companhia do Metropolitano de São Paulo – METRÔ; Fabio Alonso – the Audit
Committee; Lívia de Senne Badaró Mubarak – DERSA Desenvolvimento Rodoviário S/A; Amadeu
Luiz Palmieri – DAEE Departamento de Águas e Energia Elétrica; Luciano Faleiros Paolucci –
Banco Santander (BRAZIL) S/A; Marcello Joaquim Pacheco – MARPACHE Serviços de Escritório
Ltda. – EPP, representing the groups: APOGEO VISÃO FUNDO DE INVESTIMENTO EM AÇÕES,
MISTYQUE TEENS FUNDO DE INVESTIMENTO EM AÇÕES, NAF ENIGMA FUNDO DE INVESTIMENTO
EM AÇÕES, FNAF FUNDO DE INVESTIMENTOS EM AÇÕES FUNDO DE INVESTIMENTOS EM AÇÕES
MISTYQUE, VINCI GAS CANOY DIVIDENDOS FUNDO DE INVESTIMENTOS EM AÇÕES ; Rodrigo de
Mesquita Pereira – for the groups HSBC CTVM S.A.,CITIBANK N. A, J.P. MORGAN S.A. – Distribuidora
de Títulos e Valores Mobiliários, ITAU/UNIBANCO and BANCO SANTANDER (BRASIL) S.A., representing
the funds: TALOS CAPITAL LIMITED, AMUNDI FUNDS, JNL/MELLON CAPITAL MANAGEMENT
EMERGING MARKETS INDEX FUND, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MTBJ400045833, THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045835, CITY
OF PHILADELPHIA PUBLIC EMPLOYEES RETIREMENT SYSTEM, FLEXSHARES MORNINGSTAR
EMERGING MARKETS FACTOR TILT INDEX FUND, FLEXSHARES® INTERNATIONAL QUALITY
DIVIDEND DEFENSIVE INDEX FUND, ENSIGN PEAK ADVISORS, INC, NORGES BANK, PUBLIC
EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO, SBC MASTER PENSION TRUST,
SCHRODER INTERNATIONAL SELECTION FUND, STATE OF NEW MEXICO STATE INVESTMENT
COUNCIL, STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL, STICHTING
DEPOSITARY APG EMERGING MARKETS EQUITY POOL, THE BOEING COMPANY EMPLOYEE
RETIREMENT PLANS MASTER TRUST, THE PUBLIC EDUCATION EMPLOYEE RETIREMENT SYSTEM
OF MISSOURI, THE PUBLIC SCHOOL RETIREMENT SYSTEM OF MISSOURI, VANGUARD INVESTMENT
SERIES, PLC, VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD
STAR FUNDS, TOBAM ANTI-BENCHMARK EMERGING MARKETS EQUITY FUND, BATTERYMARCH
GLOBAL EMERGING MARKET FUND, FIDELITY LATIN AMERICA FUND, STATE OF CALIFORNIA PUBLIC
5
EMPLOYEES RETIREMENT SYSTEM, STATE OF OREGON, ADVISORS INNER CIRCLE FUND ACADIAN EMERGING MARKETS EQUITY FUND, ACADIAN EMERGING MARKETS EQUITY II FUND,
LLC., BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A., IBM 401(K) PLUS PLAN, LUCENT
TECHNOLOGIES INC. MASTER PENSION TRUST, MANAGED PENSION FUNDS LIMITED, PUBLIC
EMPLOYEES RETIREMENT SYSTEM OF OHIO, SOUTHERN CA EDISON CO NUCLEAR FAC QUAL
CPUC DECOM M T FOR SAN ONOFRE AND PALO VERDE NUC GEN STATION, STATE STREET BANK
AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS, EATON VANCE
PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND, TEACHER RETIREMENT SYSTEM OF
TEXAS, THE BARING EMERGING MARKETS UMBRELLA FUND, SUB FUND, THE BARING, LATIN
AMERICA FUND, THE MONETARY AUTHORITY OF SINGAPORE, THE WASHINGTON UNIVERSITY,
TREASURER OF THE STATE OF NORTH CAROLINA EQUITY INVESTMENT FUND POOLED TRUST,
SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND, CAISSE DE DEPOT ET
PLACEMENT DU QUEBEC, FIDELITY GLOBAL FUND, FLORIDA RETIREMENT SYSTEM TRUST FUND,
OMERS ADMINISTRATION CORPORATION, PANAGORA GROUP TRUST, PUBLIC EMPLOYEE
RETIREMENT SYSTEM OF IDAHO, STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST,
STATE STREET EMERGING MARKETS, THE PENSION RESERVES INVESTMENT MANAGEMENT
BOARD, WASHINGTON STATE INVESTMENT BOARD, CATHOLIC HEALTH INITIATIVES, DTE VEBA
MASTER TRUST, LEGG MASON GLOBAL FUNDS PLC, ILLINOIS STATE BOARD OF INVESTMENT,
MICROSOFT GLOBAL FINANCE, MUNICIPAL EMPLOYEES ANNUITY AND BENEFIT FUND OF CHICAGO,
NEW HAMPSHIRE RETIREMENT SYSTEM, FIREFIGHTERS RETIREMENT SYSTEM, PRUDENTIAL
RETIREMENT INSURANCE AND ANNUITY COMPANY, JOHN HANCOCK VARIABLE INSURANCE TRUST
INTERNATIONAL EQUITY INDEX TRUST B, EMERGING MARKETS EQUITY TRUST 1, FLORIDA STATE
BOARD OF ADMINISTRATION, ALASKA PERMANENT FUND, CITY OF NEW YORK GROUP TRUST,
BELLSOUTH CORPORATION RFA VEBA TRUST FOR NON-REPRESENTABLE EMPLOYEES, SCOTIA
LATIN AMERICAN FUND, THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO, THE SEVENTH
SWEDISH NATIONAL PENSION FUND - AP 7 EQUITY FUND, AT&T UNION WELFARE BENEFIT TRUST,
USAA CAPITAL GROWTH FUND, EMERGING MARKETS EQUITY TRUST 4, DTE ENERGY COMPANY
AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRUST, UNIVERSITY OF PITTSBURGH MEDICAL
CENTER SYSTEM, THE HONEYWELL INTERNATIONAL INC. MASTER RETIREMENT TRUST, THE
NOMURA TRUST AND BANKING CO., LTD. RE: INT. EMERGING STOCK INDEX MSCI EMERGING NO
HEDGE MOTHER, EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND, EATON VANCE
PARAMETRIC STRUCTURED EMERGING MARKETS FUND, ISHARES MSCI BRAZIL (FREE) INDEX
FUND, SPDR S&P EMERGING MARKETS ETF, PENSIONDANMARK INVEST F.M.B.A. - EMERGING
MARKETS AKTIER, EMERGING MARKETS INDEX NON-LENDABLE FUND, FIDELITY INVESTMENT
TRUST: LATIN AMERICA FUND, VANGUARD EMERGING MARKETS STOCK INDEX FUND, GMAM
INVESTMENT FUNDS TRUST, NEW YORK STATE TEACHER`S RETIREMENT SYSTEM, VIRGINIA
RETIREMENT SYSTEM, COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND OF THE COOK COUNTY,
SSGA EMERGING MARKETS INDEX PLUS NON-LENDING COMMON TRUST FUND, VANGUARD FTSE
ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS,
SCRI ROBECO INSTITUTIONEEL EMERGING MARKETS QUANT FONDS, CANADA PENSION PLAN
INVESTMENT BOARD, NATIONAL COUNCIL FOR SOCIAL SECURITY FUND, NORTHERN TRUST
INVESTMENT FUNDS PLC, ISHARES MSCI BRIC INDEX FUND, COLLEGE RETIREMENT EQUITIES
FUND, EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS EMERGING MARKETS EQUITY FUND, ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING
MARKETS EQUITY PORTFOLIO, VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS, JAPAN TRUSTEE SERVICES BANK, LTD. RE:
RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND, MELLON BANK N.A EMPLOYEE BENEFIT
COLLECTIVE INVESTMENT FUND PLAN, BEST INVESTMENT CORPORATION, MINISTRY OF
STRATEGY AND FINANCE, OLD MUTUAL GLOBAL FUNDS PLC, PICTET - EMERGING MARKETS INDEX,
PICTET GLOBAL SELECTION FUND - GLOBAL HIGH YIELD EMERGING EQUITIES FUND, BELLSOUTH
CORPORATION RFA VEBA TRUST, PPL SERVICES CORPORATION MASTER TRUST, PICTET FUNDS
S.A. RE: PI(CH)-EMERGING MARKETS TRACKER, FIDELITY SALEM STREET TRUST: FIDELITY SERIES
GLOBAL EX U.S. INDEX FUND, SCHWAB EMERGING MARKETS EQUITY ETF, ISHARES MSCI
EMERGING MARKETS INDEX FUND, NORTHERN TRUST UCITS COMMON CONTRACTUAL FUND, UPS
GROUP TRUST, EMERGING MARKETS INDEX NON-LENDABLE FUND B, EGSHARES BRAZIL
INFRASTRUCTURE ETF, LEGG MASON GLOBAL ASSET MANAGEMENT TRUST - LEGG MASON
STRATEGIC REAL RETURN FUND, SSGA ALL COUNTRY WORLD EX-US INTEGRATED ALPHA SELECT
NON-LENDING COMMON TRUST FUND, BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND,
TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND, EMERGING MARKETS
6
EQUITY INDEX MASTER FUND, EMERGING MARKETS EQUITY INDEX PLUS FUND, CF DV EMERGING
MARKETS STOCK INDEX FUND, PYRAMIS GLOBAL EX U.S. INDEX FUND LP, DBX MSCI BRAZIL
CURRENCY-HEDGED EQUITY FUND, JAPAN TRUSTEE SERVICES BANK, LTD. STB LM BRAZILIAN
HIGH DIVIDEND EQUITY MOTHER FUND, FIRST TRUST BRAZIL ALPHADEX FUND, THE MASTER
TRUST BANK OF JAPAN, LTD. AS T F N T ALL C W EQ INV INDEX FUND (TAX EX Q INS INV ONLY),
MAINSTAY 130/30 INTERNATIONAL FUND, THE GLENMEDE FUND, INC. PHILADELPHIA
INTERNATIONAL EMERGING MARKETS FUND, PACIFIC SELECT FUND - INTERNATIONAL SMALL-CAP
PORTFOLIO, ST. JAMES’S PLACE GLOBAL EQUITY UNIT TRUST, FIDELITY SALEM STREET TRUST:
SPARTAN EMERGING MARKETS INDEX FUND, FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL
EX U.S. INDEX FUND, ASG GROWTH MARKETS FUND, PARAMETRIC STRUCTURED ABSOLUTE
RETURN PORTFOLIO, VANGUARD FUNDS PUBLIC LIMITED COMPANY, HAND COMPOSITE
EMPLOYEE BENEFIT TRUST, JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND,
PICTET - EMERGING MARKETS SUSTAINABLE EQUITIES, DOW RETIREMENT GROUP TRUST, PICTET
- EMERGING MARKETS HIGH DIVIDEND, LVIP BLACKROCK EMERGING MARKETS INDEX RPM FUND,
CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUND, FIDELITY RUTLAND SQUARE TRUST II:
STRATEGIC ADVISERS EMERGING MARKETS FUND, CLARIVEST EMERGING MARKETS EQUITY
FUND, L.P., WELLS FARGO ADVANTAGE DIVERSIFIED STOCK PORTFOLIO, NZAM EM8 EQUITY
PASSIVE FUND, EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B, TIAACREF FUNDS – TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND, NEW YORK STATE
TEACHER’S RETIREMENT SYSTEM, FIDELITY LATIN AMERICA FUND, PENSIONDANMARK INVEST
F.M.B.A – EMERGING MARKETS AKTIER.
São Paulo, April 24, 2013
Carlos Pedro Jens
Chairman of the Board
Paulo Enéas Pimentel Braga
Secretary