1 OSX BRASIL S.A. CNPJ/MF (Taxpayer Registration Number

OSX BRASIL S.A.
CNPJ/MF (Taxpayer Registration Number) 09.112.685/0001-32
NIRE (Company Registration Number) 33.3.0028401-0
(Publicly Held Company)
MINUTES OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING
HELD ON OCTOBER 31ST, 2011
I.
DATE, TIME, AND PLACE: On October 31st, 2011, at 10 am, in the City and
State of Rio de Janeiro, at Praia do Flamengo 66, 7th floor, Flamengo.
II.
CALL: Call notices published on September 30th, October 3rd and October 4th,
2011, in the Official Gazette of the State of Rio de Janeiro (Pages 28, 25, and 08,
respectively) and in the Diário Mercantil (two times in the Economy and Finance
section, page 02, and one time in the National section, page 09), pursuant to article
124, II of Law 6,404/76 (“Corporations’ Law”).
III.
ATTENDANCE: Shareholders listed at the end of these minutes, representing
the majority of the capital of OSX Brasil S.A. (“Company”) required to comply with
legal quorum for convening and deliberation of the proposed agenda, and,
therefore, the Meeting is legally convened, as per the signatures contained in the
Shareholders’ Attendance Book.
IV.
CHAIR: In accordance with Article 25 of the Company’s Bylaws and with
Article 128 of the Corporations’ Law, the attending shareholders unanimously and
without reservations chose Mr. Luciano Medrado Cruz Porto to act as Chairman of
the Meeting who, in turn, invited Ms. Wanda Brandão to carry out the duties of
Secretary.
V.
AGENDA: Discuss and deliberate on: (i) the split of the Company’s common
shares – OSXB3 – traded in the São Paulo Stock Exchange (Bolsa de Valores,
1
Mercadorias e Futuros - “BM&FBOVESPA”), in the proportion of 25 (twenty five)
new shares for each existing share (1:25 ratio), in order to promote the shares’
marketability conditions; and (ii) the amendment, and subsequent consolidation, of
the Company’s Bylaws, in order to reflect the Company’s new capital and to adapt
the Bylaws to the new Rules of BM&FBOVESPA’s Novo Mercado.
VI.
RESOLUTIONS: The shareholders decided to:
(i) Unanimously, approve the split of the Company’s common shares – OSXB3 –
traded in the São Paulo Stock Exchange (Bolsa de Valores, Mercadorias e Futuros “BM&FBOVESPA”), in the proportion of 25 (twenty five) new shares for each
existing share (1:25 ratio). The shareholders of the Company recorded in the
Company’s share register as of the date in which this Extraordinary General
Shareholders’ Meeting was held will be entitled to receive the new shares resulting
from the split, which shall begin trading on November 1st, 2011. The effective
credit of the split shares in favor of their respective holders is scheduled to occur on
November 7th, 2011. The shares resulting from the split herein approved will
participate equally in all benefits and rights granted to the existing common shares
of the Company, including with respect to distribution of dividends and to any
capital remuneration that may be approved by the Company; and,
(ii) Unanimously, approve the amendment, and subsequent consolidation, of the
Company’s Bylaws, in order to (a) reflect the capital increase approved by the
management of the Company, within the limits of the authorized capital, as a result
of the exercise of stock options granted by the Company pursuant to the Stock
Purchase or Subscription Option Program, in the total amount of R$ 822,644.52
(eight hundred and twenty two thousand, six hundred and forty four reais and fifty
two cents), with the issuance of 10,509 (ten thousand five hundred and nine)
common shares, as per the meetings of the Board of Directors and Executive Board
held on April 6th and August 4th, 2011, respectively, and (b) reflect the share split
herein approved, and, also (c) adapt the Company’s Bylaws to the new Rules of
BM&FBOVESPA’s Novo Mercado.
2
VII. CLOSING: As there was nothing further to discuss, the Meeting was closed
and these Minutes were drafted in summary form, in accordance with article 130,
Paragraph One of the Corporations’ Law. The shareholders approved the publication
of the Minutes with the exclusion of the signatures of the shareholders. After being
read and approved, these Minutes were signed by all those in attendance.
VIII. ATTENDING SHAREHOLDERS: EIKE FUHRKEN BATISTA (p.p João Pedro
Barroso do Nascimento); CENTENNIAL ASSET MINING FUND LLC (p.p João Pedro
Barroso do Nascimento); LUCIANO MEDRADO CRUZ PORTO; ROBERTO BERNARDES
MONTEIRO; COLLEGE RETIREMENT EQUITIES FUND; STATE STREET EMERGING
MARKETS; THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD; ONTARIO
TEACHERS PENSION PLAN BOARD; USAA EMERGING MARKETS FUND; LEGG
MASON GLOBAL TRUST, INC- LEGG MASON BATTERYMARCH EMERGING MARKETS
TRUST; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; THE MONKS INVESTMENT
TRUST PLC; COMMONWEALTH OF PENNSYLVANIA PUBLIC SCHOOL EMPLOYEE
RETIREMENT SYSTEM; MANAGED PENSION FUNDS LIMITED; THE MONETARY
AUTHORITY OF SINGAPORE; DTE VEBA MASTER TRUST; OLD WESTBURY GLOBAL
SMALL & MID CAP FUND; NATIONAL PENSION SERVICE; DTE ENERGY COMP
AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRU; UNIVERSITY OF PITTSBURGH
MEDICAL CENTER SYSTEM; CN CANADIAN MASTER TRUST FUND; PRUDENTIAL
JENNISON NATURAL RESOURCES FUND, INC; PRUDENTIAL SERIES FUNDS NATURAL RESOURCES PORTFOLIO; VANGUARD FTSE ALL-WORLD EX-US INDEX
FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; CANADA
PENSION PLAN INVESTMENT BOARD; NATIONAL COUNCIL FOR SOCIAL SECURITY
FUND; VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD
INTERNATIONAL EQUITY INDEX FUNDS; SCHWAB EMERGING MARKETS EQUITY
ETF; EMERGING GLOBAL SHARES INDXX BRAZIL INFRASTRUCTURE INDEX FUND;
PRINCIPAL FUNDS, INC – DIVERSIFIED REAL ASSET FUND; JPMORGAN BRAZIL
INVESTMENT TRUST, PLC; JPMORGAN FLEMING FUNDS LATIN AMERICA EQUITY
FUND; SBC MASTER PENSION TRUST; NORGES BANK; JPMORGAN FUNDS;
FAMANDSFORENINGEN
PENSAM
INVEST
PSI
50
EMERG
MARKET
AKTIER;
JPMORGAN LATIN AMERICA FUND; FI VOTORANTIM PERFORMANCE AÇÕES; FI
VOTORANTIM EQUITY ALLOCATION I EM AÇÕES; FI VOTORANTIM EQUITY PREV EM
AÇÕES; FI ESTRATÉGIA MULTIMERCADO – C.P.; FIM MINAS; JPMORGAN BRAZIL
EQUITY MASTER INVESTMENT TRUST (p.p. Anderson Carlos Koch); OPUS EQUITY
HEDGE MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; OPUS HEDGE FUNDO
3
DE INVESTIMENTO MULTIMERCADO; OPUS HEDGE AGRESSSIVO FUNDO DE
INVESTIMENTO MULTIMERCADO; OPUS AÇÕES FUNDO DE INVESTIMENTO EM
AÇÕES;
E
OPUS
HEDGE
INSTITUCIOCIONAL
FUNDO
DE
INVESTIMENTO
MULTIMERCADO (p.p. Bruno Vinícius Barros).
- I hereby certify that these Minutes of the General Extraordinary Shareholders’
Meeting of OSX Brasil S.A., held on October 31st, 2011, are a true and correct copy
of the Minutes recorded in the relevant corporate book and signed by all in
attendance.-
Rio de Janeiro, October 31st, 2011.
_______________________________________________
WANDA BRANDÃO
Secretary
4