Notice to the Market – Election of the Board of Directors and Fiscal Council
May 08, 2012
OTC Disclosure News Service
Sao Paulo, Brazil –
Corporate Taxpayer’s ID (CNPJ/MF): 89.463.822/0001-12
Company Registry (NIRE): 43300028534
Publicly-held Company – Novo Mercado
NOTICE TO THE MARKET
Election of the Board of Directors and Fiscal Council
Caxias do Sul, May 8th, 2012 – Lupatech S.A. (BMFBOVESPA: LUPA3) (OTCQX: LUPAY) (Lupatech Finance LTD 97/8 Perpetual Bonds: ISIN USG57058AA01) (“Lupatech” or “Company”), one of the largest Brazilian supplier of products and services for the oil and gas sector, informs that the Ordinary and Extraordinary Shareholders Meeting (“OEGM”) held on April 30, 2012, has elected the Fiscal Council of the Company for the next period, with a mandate of 1 (one) year. And that the Extraordinary Shareholders Meeting (“EGM”) held on May 4, 2012, has elected the Board of Directors of the Company for the next period, with a mandate of 2 (two) years.
The new Board of Directors was structured comprising 9 (nine) representatives, characterized by solid executive careers in national and/or international companies and strong experience in management organization, of which 5 (five) are independent members.
The new Board of Directors of the Company will work together with the Executive Officers of Lupatech in strengthening the new management system and approval of actions that will help the standardization of processes and the improvement of operational performance, focusing on the growth and profitability of the Company.
The elected members and their resumes are presented as follow:
Board of Directors:
Ronaldo Iabrudi Pereira (Chairman of the Board and Independent Board Member). Graduated in Psychology from PUC-MG (1979), got his Master in Adults Formation (1981), Master in Changes Administration (1982) and Doctorate in Organizational Change (1984) from Université Paris – Dauphine. He was CEO of Magnesita Refratários S.A. from november 2007 until may 2012. Previoulsy worked for Grupo Telemar between 1999 and 2006, where he acted as president, president of Telemar Operadora and superintendent director (comprising companies as Oi, Oi Internet, Pégasus, Contax and Telemar Operadora). He also was chairman of the board of Telemar Operadora and member of the board of directors of other companies of Grupo Telemar. Also was president-director of Ferrovia Centro-Atlântica between 1997 and 1999 and chairman of the board of Porto de Angra, as well as its financial director between march and october of 1997. Executive director, financial-administrative director and human resources general manager of Grupo Gerdau between 1984 and 1997.
Antonio Carlos Augusto Ribeiro Bonchristiano (Board Member). Holds a bachelor’s degree in politics, philosophy and economics from the University of Oxford and is a Co-Chairman and Co-CEO of GP Investments. He joined the firm in 1993 and has been a MD thereof since 1995. Prior to joining GP, was a partner at Johnston Associates Inc., a finance consultancy based in London, and worked for Salomon Brothers in London and New York. Currently, he serves as a member of the board of directors of BR Properties, San Antonio, Allis, LBR – Lácteos Brasil, Estácio, BHG – Brazil Hospitality Group, Sascar and BRZ Investimentos. He previously served as a member of the board of directors of LA Hotels, Sé Supermercados, ALL, Kuala, CEMAR, ABC Supermercados, Gafisa, Hopi Hari, Submarino, Equatorial Energia and Playcenter. He was also previously a CFO of SuperMar Supermercados and Founder and CEO of Submarino.
Caio Marcelo de Medeiros Melo (Board Member). Graduated in Economics from the University of Brasília in 1997, currently in the Superintendent of the Capital Markets Area of Banco Nacional de Desenvolvimento Econômico e Social – BNDES (Brazilian Development Bank) which he joined in 1998 as an economist. Served as a member and substitute member of the Board of Directors of Aços Villares, Tecnologos S.A., América Latina Logística, Vale do Rio Doce, Valepar, Telemar Participações and CTX.
Carlos Fernando Costa (Independent Board Member). Graduated in Mathematics by Faculdade de Filosofia, Ciências e Letras de Santo André, with specialization in Financial Administration by Universidade Metodista and in Administration by Universidade Ibero-Americana. Currently is the Financial and Investment Director of Fundação Petrobras de Seguridade Social – PETROS, where he has also occupied the positions of Investment Planning Assistance Executive Manager and Market Operations Executive Manager. He also serves as a member of the Board of Directors of Invepar – Investimentos e Participações em Infra-Estrutura S/A, Log-In Logística and Tele Norte Leste Participações e is the coordinator of National Technical Commission of Abrapp.
Celso Fernando Lucchesi (Independent Board Member). Graduated in Geology by UFRGS in 1972, specialized in executive management by Fundação Dom Cabral (PGA), Insead e Wharton School. Joined Petrobras in 1973, where he acted as Executive Superintendent of EP, Managing Director and member of the Business Committee, and responsible for the activities of Corporate Strategy and Corporate Performance between 2003 and 2011, including strategic planning, development of business plans, budgeting, analyses and performance control of projects of investments. He is the vice president of the Brazilian Committee of the World Energy Council since 2003 e was a member of the board of directors of Petroquímica Paulínia (PPSA) between 2005 and 2008.
José Coutinho Barbosa (Independent Board Member). Holding a degree in Geology from the Mining School of Ouro Preto (MG), joined Petrobras in 1965 working in management and technical functions, in Brazil and abroad. Chairman of the Petrobras América Inc., in Houston (USA, 1987/1991), Executive Vice-President of Petrobras Internacional S.A. (1992/1998), Director of Exploration and Production of Petrobras from 1999 until January 2003, when he incorporated Firma Net Pay Óleo Gás Ltda, that offers consulting services in the oil and gas sectors.
Nestor Perini (Board Member). Graduated in Business Administration from FGV-SP, he started his career as an administrative trainee, being promoted to Administrative Manager of São Paulo Alpargatas, holding this position until 1980. From 1991 to 1994, he was the president of the Chamber of Industry, Commerce and Services of Caxias do Sul. Concomitantly, he was professor of business strategies and experiences (Vivências) at Universidade de Caxias do Sul until 2000. He was the vice president of the Federation of the Industries of the State of Rio Grande do Sul (FIERGS) during the period of 1993 to 1996, having been reelected for the following administration (1993/1996 and 1996/2002, respectively). He founded Lupatech in 1980, and served as CEO and Chairman of the Board of the Company for several years.
Osvaldo Schirmer (Independent Board Member). Graduated in Business Administration from Universidade Federal do Rio Grande do Sul, Master in Business Administration from Southern Illinois University (USA) and with several specialization courses, among them one from Harvard Business School (USA) in Administration for the Senior Management, has been working for Grupo Gerdau for 26 years. He is currently the Executive Vice-President of Finance and Control, Investor Relations Officer and member of the Executive Committee of Grupo Gerdau, being responsible for all its financial and accounting operations in Brazil and abroad. Prior to Grupo Gerdau, worked for more than de 8 years for Grupo Iochpe, where he took different positions, the last one being Director of Capital Markets and Director of Mergers and Acquisitions. Integrates the Board of Directors of Lojas Renner S/A, presiding its Auditing and Risk Committee. For several years he was the president of the Capital Markets Commission of ABRASCA and still is member of its Board. He was awarded, in 1992, with the prize “Destaque Financeiro do Ano” and, in 1996, with the prize “O Equilibrista”, both from IBEF, in Rio Grande do Sul. In 2004 he won the prize “Walter Friedrich” from Apimec-Sul.
Wilson Santarosa (Board Member). With technical course in Accounting, he served as member of the board of trustees of Fundação Petrobras de Seguridade Social – PETROS from 1995 to 2000. Subsequently, he held the position of Administrative and Financial Technical Director of Supply Centers of Campinas – CEASA – from 2001 to 2002. In 2003 he became Executive Manager of the Corporate Communications area of Petrobras and Chairman of the Deliberative Board of PETROS, position he currently holds. On parallel, he holds the position of Director of CEBDS (Brazilian Business Council for Sustainable Development) since 2005. He received several awards in the area of Communications and Marketing.
Amoreti Franco Gibbon (Member of the Fiscal Council). Graduated in Accounting from Faculdade de Administração e Ciências Contábeis São Judas Tadeu – Porto Alegre (RS), he worked for companies such as Máquinas e Moto-Peças Wallig S.A., Indústria de Celulose Borregaard S.A. and Grupo Peixoto de Castro (Gravataí – RS). He was also a partner of PricewaterhouseCoopers Auditores Independentes. He was a professor at the Faculdade de Administração e Ciências Contábeis São Judas Tadeu – Porto Alegre (RS). From 2005 to 2007 he was a member of the Fiscal Council of the Brazilian North American Culture Institute, from 2006 on he was a corporate and tax consultant, and since 2007 he is a member of the Fiscal Council of Forjas Taurus S.A..
Cláudio Barbosa da Rocha (Member of the Fiscal Council). Graduated in Mechanical Engineering from UERJ, Post-Graduated in Strategic Marketing from FGV/RJ and in Corporate Finance from IAG/PUC-Rio, Master in Administration from IAG/PUC-Rio, worked for companies such as Embratel, Tigre – Tubos e Conexões, Springer Carrier and Finep. Joined BNDES in 2009, and currently is one of the managers of the Capital Markets Area (DEPAC 1).
Pedro Americo Herbst (Member of the Fiscal Council). Bachelor in Economic Sciences from Universidade Federal Fluminense, MBA in Finance from IBMEC and Professional Master in Economics from IBMEC, worked for Previndus Associação de Previdência Complementar (Sistema Firjan) between 1997 and 2004 and since then holds different positions in Fundação Petrobras de Seguridade Social – PETROS. He is currently Advisor for the Financial and Investment Director of PETROS.
The Company would like to publicly thank the leaving members of its Board of Directors and Fiscal Council, which performed an important role in defining the strategic aspects and the success of Lupatech during the period they served them.
Lupatech, through its Investor Relations Department, is available for eventual clarifications through the contacts below.
Investor Relations – Contacts
Telephone: +55 (11) 2134-7000 or +55 (11) 2134-7088
The above news release has been provided by the above company via the OTC Disclosure and News Service. Issuers of news releases and not OTC Markets Group Inc. are solely responsible for the accuracy of such news releases.