NON SETTLEMENT TERM OF THE EXTRAORDINARY SHAREHOLDER’s MEETING OF SEPTEMBER 30, 2011
Sep 30, 2011
OTC Disclosure News Service
Sao Paulo, Brazil –
Corporate Taxpayer’s ID (CNPJ/MF) 89.463.822/0001-12
Corporate Registry ID (NIRE)43.3.0002853-4
Public Held Company – Novo Mercado
NON SETTLEMENT TERM OF THE EXTRAORDINARYSHAREHOLDER’s MEETING
OF SEPTEMBER 30, 2011
1. DATE, TIME AND PLACE: Meeting held on September 30,2011, at 11 a.m., at the Company’s headquarter, located at Rua Dalton Lahn dosReis, n° 201, in the city of Caxias do Sul, state of Rio Grande do Sul.
2. TABLE: Nestor Perini,Chairman; Jean Matana Moreira, Secretary.
3. CALL AND ATTENDANCE: The Call Notice was publishedon the newspapers Valor Econômico and Diário Oficial do Estado do Rio Grande doSul, on September 15, 16 and 19 of 2011, respectively, with the followingagenda: (a) adjust the Bylaws to thenew rules determined in the BMFBOVESPA’s Novo Mercado Listing Regulations(“Novo Mercado Regulations”) in effect as of May 10, 2011, regarding the“minimum mandatory clauses”; (b) adjust the wording of article 1 of the Bylawsto define the term “Company”; (c) adjust the wording of article 5 of the Bylawsto include the Company’s current capital stock, pursuant to the capitalincrease resulting from the conversion of fourteen (14) debentures issued inthe scope of the 2nd Issue of Debentures Convertible into Companyshares, with Floating Charge for Private Placement, duly ratified by theCompany’s Board of Directors’ Meeting held on May 20, 2011; (d) include paragraph 2 in article 5 of theBylaws to establish that, within the authorized capital limit in paragraph 1 ofarticle 5, the Board of Directors may resolve on the issue of debenturesconvertible into shares; (e) amendarticle 15, VIII, of the Bylaws, to exclude the definition of “Novo Mercado”and “BMFBOVESPA” as these terms are now defined in paragraph 1 of article 1of the Bylaws; (f) amend the wording of article 20 of the Bylaws to exclude themention that the members of the Board of Directors should be Companyshareholders; (g) amend article 23,VIII, of the Bylaws to include the resolution on the issue of debenturesconvertible into shares as a competence of the Board of Directors; (h) amend article 23, IX, of the Bylawsto exclude the provision that the Board of Directors can only resolve on theissue of simple debentures with no real guarantee, in view of Law 12431, ofJune 24, 2011; (i) amend article 23,XIII, of the Bylaws to include “CVM” instead of “Brazilian Securities andExchange Commission”, as this term was defined in article 23, XII, of theBylaws; (j) amend article 24of the Bylaws to include the provision that executive officers are allowed toaccumulate positions; (k) amend article 49, caput (new numbering) of theBylaws, to include that the term Acquiring Shareholder is defined below; (l)amend article 49, paragraph 1 (new numbering) of the Bylaws to include thedefinition of Acquiring Shareholder; (m) amend article 49, paragraph 3 (newnumbering) to include that CVM Instruction 361, of March 5, 2002, has beenamended; (n) amend article 49, paragraph 6 (new numbering) of the Bylaws toexclude the provision that the public tender offer mentioned in this article isregulated by CVM; (o) amend article 50, sole paragraph (new numbering) of theBylaws to exclude the express mention of the item of the Regulation ofArbitration that addresses the formation of the court, as said regulation isbeing reviewed by BMFBOVESPA and its numbering will be altered; (p)substitute the reference to “BOVESPA” by “BMFBOVESPA” in the followingprovisions of the Bylaws: 41, (ii); 49, caputand paragraphs 3, (ii), and 4 (all according to the new numberingproposed); (q) substitute the reference to “company” by “Company” in thefollowing provisions of the Bylaws: article 16, sole paragraph and 49,paragraph 4 (all according to the new numbering proposed), as this term was definedin article 1 of the Bylaws; (r) substitute the reference to “Management” by“management” in article 16, caput, asthis term was not defined in the Bylaws; (s) excludeparagraph 13 of former article 52 of the Bylaws as it is a transitory provisionat the time of the Company’s Initial Public Offering; (t) exclude formerarticle 56 of the Bylaws as it is a transitory provision at the time of theCompany’s Initial Public Offering; (u) correct cross references in articles 23,XXIV; 41, (ii); 45, caput; 46, caput; 49, paragraphs 2, 3, 4, 5 and 12(in accordance with the new numbering proposed); (v) adjust the numbering of the Bylaws as a result of thechanges proposed above; and, (x) to consolidate the Bylaws, in accordance withthe changes proposed in item I of the agenda.
Present of Shareholdersrepresenting only 40,20% (forty point twentypercent) of the Company share capital, all then entitled to vote, as indicatedin the respective Shareholders’ Attendance Book.
The Shareholder’sExtraordinary Meeting was not settled considering that the minimum quorum wasnot reached, i.e., the representation of at minimum 2/3 (two thirds) of the Companyshare capital as set forth in the article 132 of Law 6,404/76.
4. CLOSING: Therefore, these present minutes were drawnup, read and as in compliance, was signed by all.
Caxias do Sul (RS), September,30 of 2011.
College RetirementEquities Fund; The Pension Reserves Investment Manag Board; Ford Motor CoDefined Benef Master Trust; Eaton Vance Parametric Tax-Managed Emerging MarketsFund; Legg Mason Global Funds FCP (Luxembourg); State St B and T C Inv F F T ERetir Plans; Eaton Vance Parametric Structured Emerging Markets Fund; EatonVance Collective Investment Tfe Bem Em Mq Que Fd; Eaton Vance International(Irlnd) Fds Plc on Bhlf of Etn Vance Int (Irlnd) Ppa; Spdr SP EmergingMarkets Small Cap Etf; Ssga Msci Emerging Mkt Small Ci Non Lending Common TrtFund; State of California Public Employees Ret.; Norges Bank; FidelityInvestment Trust Latin America Fund; Fidelity Latin America Fund; Vanguard FtseAll-Wd Ex-Us Small-Cap Index Fd, a Srs of Vngrd Int Equity Index; VanguardTotal International Stock Index Fd, a Se Van S F; Railways Pension Trustee CompanyLimited; JPMorgan Funds; Public Employees Retirement Association of New Mexico;The JPMorgan Global Emerging Markets Funds, LLC. (p.p. Dr. George Washington Tenório Marcelino).
Lupapar Negócios e Empreendimentos Ltda.; Nestor Perini; Gilberto Pasqualeda Silva; Sergio Feijão Filho; Eduardo Lobato Salles Moulin Louzada; José LuizTavares Ferreira. (p.p. Dr. Jean Matana Moreira, Jucelino de Carli e NilsoPicinini).
Fundação Petrobras de Seguridade Social – Petros. (p.p. Dr. CristianoCastilhos).
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