Public Request for a Power of Attorney
Sep 15, 2011
OTC Disclosure News Service
Sao Paulo, Brazil –
Corporate Taxpayer’s ID (CNPJ/MF): 89.463.822/0001-12
Company Registry (NIRE): 43300028534
Publicly-heldCompany – Novo Mercado
NOTICE TO THE MARKET
Public Request for a Power of Attorney
Caxias do Sul, September 15, 2011 – LupatechS.A. (BMFBOVESPA: LUPA3) (OTCQX: LUPAY) (“Lupatech” or“Company”), leadingBrazilian supplier of manufactured products and services for the oil and gassector, in compliance with Article 27 of Rule 481 of December 17, 2009, issuedby the Brazilian Securities and Exchange Commission (“CVM”) hereby informs themarket that the Company’s Management, simultaneously with the transmission ofits Manual for Shareholders’ Attendance including instructions forshareholders’ attendance at the Company’s next Extraordinary General Meeting(“AGE”), is taking this opportunity to make a Public Request for Power ofAttorney pursuant to the aforementioned Instruction.
The Company’s Managementhereby requests the granting of powers of attorney so that its shareholders canattend the AGE to be held on September 30, 2011, and may vote favorably orunfavorably or abstain from voting in relation to the matters included in theagenda.
The Manual forShareholders’ Attendance contains the instructions for the granting of powersof attorney to the Company.
With this alternative –electronic proxies/Online General Meetings – the Company reiterates itscommitment to adopting the best transparency and corporate governance practices.
The following documentsare available to shareholders, at the Company’s headquarters, at its InvestorRelations website (www.lupatech.com.br – link “Investors Relations”), as wellas on the Brazilian Securities and Exchange Commission’s website (www.cvm.gov.br):(i) the Management Proposal on the matters to be resolved at the Meeting calledherein; (ii) the Bylaws with the proposed amendment underlined, pursuant toArticle 11 of CVM Rule 481/09; (iii) Attachment 23 of CVM Rule 481/09, which refer to the request of power of attorney;and (iv) the Manual for Attendance at Meetings, which contains all furtherinformation required by CVM Rules 480/09 and 481/09, pursuant to paragraph 3 ofArticle 135 of Brazilian Corporate Law and Articles 6 and 9 of CVM Rule 481/09.
The granting of powers ofattorney is requested for the resolution of the matters on the Agenda of the AGEof the Company to be held at 11 a.m., on September 30, 2011, which are:
At the Extraordinary General Meeting
I. Toamend the Company’s Bylaws (“Bylaws”), as per the wording in Attachment I ofthe Management’s Proposal, in order to:
(a) adjust the Bylaws to the newrules determined in the BMFBOVESPA’s Novo Mercado Listing Regulations (“NovoMercado Regulations”) in effect as of May 10, 2011, regarding the “minimummandatory 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 the Bylawsto 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) amend article 15, VIII, of the Bylaws, toexclude the definition of “Novo Mercado” and “BMFBOVESPA” as these termsare now defined in paragraph 1 of article 1 of the Bylaws;
(f) amend the wording of article 20 of the Bylawsto exclude the mention that the members of the Board of Directors should beCompany shareholders;
(g) amend article 23, VIII, of the Bylaws toinclude the resolution on the issue of debentures convertible into shares as acompetence of the Board of Directors;
(h) amend article 23, IX, of the Bylaws toexclude the provision that the Board of Directors can only resolve on the issueof simple debentures with no real guarantee, in view of Law 12431, of June 24,2011;
(i) amend article 23, XIII, of the Bylaws to include“CVM” instead of “Brazilian Securities and Exchange Commission”, as this termwas defined in article 23, XII, of the Bylaws;
(j) amend article 24 of the Bylaws to include theprovision that executive officers are allowed to accumulate positions;
k) amend article 49, caput (newnumbering) of the Bylaws, to include that the term Acquiring Shareholder isdefined below;
l) amend article 49, paragraph 1 (newnumbering) of the Bylaws to include the definition of Acquiring Shareholder;
m) amend article 49, paragraph 3 (new numbering)to include that CVM Instruction 361, of March 5, 2002, has been amended;
n) amend article 49, paragraph 6 (newnumbering) of the Bylaws to exclude the provision that the public tender offermentioned in this article is regulated by CVM;
o) amend article 50, sole paragraph (newnumbering) of the Bylaws to exclude the express mention of the item of theRegulation of Arbitration that addresses the formation of the court, as saidregulation is being reviewed by BMFBOVESPA and its numbering will bealtered;
(p) substitutethe reference to “BOVESPA” by “BMFBOVESPA” in the following provisions ofthe Bylaws: 41, (ii); 49, caput andparagraphs 2, (ii), and 3 (all according to the new numbering proposed);
(q) substitute the reference to “company” by“Company” in the following provisions of the Bylaws: article 16, sole paragraphand 49, paragraph 3, as this term was defined in 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) exclude paragraph 13 of former article 52 ofthe Bylaws as it is a transitory provision at the time of the Company’s InitialPublic Offering;
(t) exclude former article 56 of the Bylaws as itis a transitory provision at the time of the Company’s Initial Public Offering;
(u) correct cross references in articles 23, XXIV;41, (ii); 45, caput; 46, caput; 49, paragraphs 1 and 11 (inaccordance with the new numbering proposed);
(v) adjust the numbering of theBylaws as a result of the changes proposed above.
II. Toconsolidate the Bylaws, in accordance with the changes proposed in item I ofthe agenda.
The Investor RelationsDepartment of Lupatech is available for any clarification through the contactsbelow.
Investor Relations – Contacts
Alexandre Monteiro – CEO IRO Cynthia Burin – IR Manager
Telephone: +55 (11) 2134-7000 or +55 (11) 2134-7088
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