LUPATECH S.A.

LUPATECH S.A.
CNPJ/MF No. 89.463.822/0001-12
NIRE 35.3.0045756-1
Publicly-held Company with Authorized Capital – BM&FBOVESPA Novo Mercado
MINUTES OF EXTRAORDINARY SHAREHOLDERS’ MEETING 001/2014
HELD ON MARCH 10, 2014
1.
DATE, TIME AND PLACE: Held on March 10, 2014, at 11:00 a.m. at the
Company headquarters in the city of Nova Odessa, State of São Paulo, at Rodovia
Anhanguera, Km 119, sentido interior/capital, prédio C, esquina com a Rua Arnaldo J.
Mauerberg, Distrito Industrial, CEP 13.460-000.
2.
CALL AND ATTENDANCE: The Call Notice was published in the newspapers
Valor Econômico on February 17, 18 and 19, 2014 and Diário Oficial do Estado de São
Paulo on February 15, 18 and 19, 2014. Upon attendance by shareholders representing
75.22% (seventy five point twenty two percent) of the Company share capital, all then
entitled to vote, as indicated in the respective Shareholders’ Attendance Book, the
Extraordinary Shareholders’ Meeting was installed.
3.
PRESIDING COMMITTEE: João Marcos Cavichioli Feiteiro, Chairman; Thiago
Piovesan, Secretary.
4.
AGENDA: In view of attendance of shareholders representing 75.22% (seventy
five point twenty two percent) of the share capital, all entitled to vote, as indicated in the
respective Shareholders’ Attendance Book, pursuant to article 125 of Law 6,404/76, as
amended, the Meeting was installed to discuss the following items:
a)
the approval of the indebtedness restructuring plan, in order to equate the
capital structure and indebtedness of the Company and its subsidiaries in
accordance to the terms and conditions approved at the Board´s Meeting
held on November 5, 2013 (the "Restructuring Plan"); and
b)
the approval of the joint pre-packaged reorganization plan of the
Company and its subsidiaries that are guarantors of the debt related to
perpetual bonds issued by Lupatech Finance Limited, a Company
subsidiary (“Perpetual Bonds”), in order to renegotiate the debt related to
the Perpetual Bonds (“Pre-Packaged Reorganization Plan”), as well as
the ratification of the filling of the Pre-Packaged Reorganization Plan
before the Brazilian Court.
5.
RESOLUTIONS: Shareholders present, by majority vote with the abstentions or
vote against indicated, decided:
Lupatech S.A.
www.lupatech.com.br
a)
to approve the Company´s Restructuring Plan in accordance to the terms
and conditions approved at the Board´s Meeting held on November 5,
2013.
Shareholders BNDES Participações S/A – BNDESPAR and Oil Field Services Holdco
LLC abstained from voting on such matter by declaring themselves prevented due to a
potential conflict of interest.
b)
to approve the Pre-Packaged Reorganization Plan of the Company in
order to renegotiate the debt related to the Perpetual, as well as to ratify
the filling of the Pre-Packaged Reorganization Plan before the Brazilian
Court.
Shareholders BNDES Participações S/A – BNDESPAR and Oil Field Services Holdco
LLC abstained from voting on such matter by declaring themselves prevented due to a
potential conflict of interest.
6.
CLOSING: As there were no further subjects to be discussed, the Meeting was
closed, and minutes were drawn up thereon, which, after being read and deemed
conformed, were signed by all participants. Nova Odessa (SP), March 10, 2014. João
Marcos Cavichioli Feiteiro, Chairman; Thiago Piovesan, Secretary; Shareholders
present: Lupapar - Negócios e Empreendimentos Ltda. (p.p. Dr. João Marcos Cavichioli
Feiteiro); BNDES Participações S/A - BNDESPAR (p.p. Dr. Leonardo José Soares
Ferreira); Fundação Petrobras de Seguridade Social - Petros (p.p. Dra. Maria Antonieta
Cortezzi Lutz); Oil Field Services Holdco LLC (p.p. Dr. João Marcos Cavichioli
Feiteiro) and Ford Motor Company Defined Benefit Master Trust (p.p. Dr. Wilson
Bruno Zanim de Freitas).
This is a free English translation of the minutes in the company’s records.
Thiago Piovesan
Secretary
Lupatech S.A.
www.lupatech.com.br