Lupatech S.A. (LUPAY: OTC Link) | Minutes of Extraordinary Shareholders’ Meeting

Minutes of Extraordinary Shareholders’ Meeting

Aug 05, 2011

OTC Disclosure News Service

Sao Paulo, Brazil –

This is a free translation of the original document in Portuguese. Inthe case of any conflict, the Portuguese version will prevail.


CNPJ/MF No. 89.463.822/0001-12

NIRE 43.3.0002853-4

Publicly-held Company with Authorized Capital –Novo Mercado Listing


Minutesof Extraordinary Shareholders’ Meeting 006/2011

Heldon August  5, 2011


1.                 Date, Time and Place: Held on August5, 2011, at 1.30 p.m. at the Company principal place of business, at Rua DaltonLahn dos Reis, No. 201, in the City of Caxias do Sul, State of Rio Grande doSul.


2.                 Call and Attendance: The Call Notice was published in thenewspapers Valor Econômico and Diário Oficial do Estado do Rio Grandedo Sul, respectively, on July 21, 22 and 25, 2011. Upon attendance byshareholders representing 46,44% of the Company share capital, all thenentitled to vote, as indicated in the respective Shareholders’ Attendance Book,the Extraordinary Shareholders’ Meeting was installed.


3.                 Presiding Committee: Nestor Perini, Chairman; JeanMatana Moreira, Secretary.


4.                 Agenda: In view of attendance of shareholdersrepresenting 46,44% (forty six  pointforty four percent) of the share capital, all entitled to vote, as indicated inthe respective Shareholders’ Attendance Book, pursuant to article 125 of Law6,404/76, as amended, the Meeting was installed, in addition to CompanyExtraordinary General Meeting held on June, 30, 2011,  to deliberate on the third amendment to the“Private Instrument of the 2nd Issue of Debentures Convertible intoShares, with Floating Charge for Private Placement, of the Company”, as enteredinto on May 26, 2009 and amended on December 30, 2009 and December 30, 2010 (“Indenture”),particularly on:


(i) the amendment to the section 7.1 ofIndenture, especially its paragraphs (j), (k), (s) and (w) which deals with the chances of early maturity of theDebentures, and the inclusion of paragraph (y) to such a clause;


(ii) the amendment ofthe obligation to the debenture holders prior to the granting of guarantees,provided in section 8.1 of Indenture, especially its paragraph (r);


(iii) authorizationto execute, by the Company, the Third Amendment to Indenture to be executedwith the Trustee, so that the above amendment, together with the amendments ofCompany’s General Extraordinary Meeting held on June 30, 2011, become anintegral part of the Indenture; and,


(iv) authorizationfor the Company Officers to take all appropriate measures deemed necessary toaccomplish said inclusions and amendments to the Indenture.


5.                 Resolutions: Shareholders present, by majority vote, decided:


(i) Approve amendment of clause 7.1 of Indenture,specially its subsections (j), (k), (s) and (w), which consider the Debenturesadvanced maturity hypothesis, as well as inclusion of paragraph (y) to suchclause.


Upon such change, Clause 7.1 (j), (k), (s), (w) and(y) of Indenture is amended herein and paragraph (y) shall be added, and itwill be valid under the following terms:


“7.1 (…)


j) approval of Issuer’s capital stock reduction withoutprevious and express approval of Debenture holders representing 2/3 (twothirds) of outstanding Debentures;


k) creation of redeemable shares, beneficiary partiesor debentures issuance without previous and express approval of Debentureholders representing 2/3 (two thirds) of outstanding Debentures;




s) company’s or facility’s lease, as well as spin-off,amalgamation or merger of Issuer by another company, unless: (i) such act isapproved by Debenture holders representing, at least, 2/3 (two thirds) ofoutstanding debentures, or, in the three last cases, (ii) if, under the termsof article 231 of Business Corporation Act, redemption right is guaranteed forDebenture holders that do not agree with such spin off, amalgamation or merger;




w) amortization of shares or perpetual bonus andredemption of any security, unless previously approved by Debenture holdersrepresenting 2/3 (two thirds) of outstanding Debentures; and


y) assumption of new debts, unless those: (i)representing loans to serve Issuer’s ordinary management; (ii) representingsimple replacement or substitution of material; (iii) representing discounts ofbusiness effects that Issuer is holder, resulting from sale or servicesprovision; or (iv) previously authorized by Debenture holders representing 2/3(two thirds) of outstanding Debentures.”


Shareholder Eduardo LobatoSalles Moulin Louzada abstained himself regarding this matter.


(ii) Approve change ofmeasurement period of indexes in financial liabilities to be performed by theCompany until full settlement of debentures subject to Issuance, as well asobligation of previous authorization of debenture holders for guarantees grant,that are provided for in clause 8.1 of Indenture, specially in its subsection(r). 


Upon such change, Clause8.1 (r) of Indenture is amended herein and will be valid under the followingterms:


“8.1 (…)


r) not grant, without previous consent of Debentureholders representing 2/3 (two thirds) of outstanding Debentures, preference toother credits, except for the following cases, that shall be previously andformally communicated to Debenture holders: (i) constitution of collateral inlight of legal provision or for judgment guarantee in lawsuits and foradministrative proceedings in which perform as party defendant, as well as (ii)constitution of fiduciary property for equipment acquisition; and (iii)constitution of collaterals in loans in order to serve business of Issuer’sordinary management, limited to the added value of all collaterals granted in afiscal year to the amount equivalent to 20% (twenty percent) of the IssuanceValue in the Issuance Date, exceeded, in which previous consent provided for inthis subsection will be necessary;




Shareholder Eduardo LobatoSalles Moulin Louzada abstained himself regarding this matter.


(iii) Authorize the Company to execute the ThirdAmendment to Indenture to be executed with the Trustee, so that the aboveamendment, together with the amendments of Company’s General ExtraordinaryMeeting held on June 30, 2011, become an integral part of the Indenture; and,


Shareholder Eduardo LobatoSalles Moulin Louzada abstained himself regarding this matter.


(iv) Authorize the Company Officers to take allappropriate measures deemed necessary to accomplish said inclusions andamendments to the Indenture.


Shareholder Eduardo LobatoSalles Moulin Louzada has voted against this matter.


6.         Closing:As there were no further subjects to be discussed, the Meeting wasclosed, and minutes were drawn up thereon, which, after being read and deemedconformed, were signed by all participants. Caxias do Sul (RS), August 5, 2011. NestorPerini, Chairman; Jean Matana Moreira, Secretary. Shareholders present:Old Westbury Global Small Mid Cap Fund; College Retirement EquitiesFund; State Street Emerging Markets; The Pension Reserves Investment Manag.Board; Ford Motor Co Defined Benef Master Trust; Eaton Vance ParametricTax-Managed Emerging Markets Fund; Legg Mason Global Funds FCP (Luxembourg);State St B and T C Inv F F T E Retir Plans; Eaton Vance Parametric StructuredEmerging Markets Fund; Eaton Vance Collective Investment Tfe Bem Em Mq Que Fd;Spdr SP Emerging Markets Small Cap Etf; Ishares III Public LimitedCompany; Ssga Msci Emerging Mkt Small Ci Non Lending Common Trt Fund; VanguardFtse All-World Ex-Us Small-Cap Index Fund Asovieif; State of California PublicEmployees Ret.; Norges Bank; Fidelity Investment Trust Latin America Fund;Vanguard Total International Stock Index Fd, a Se Van S F; Railways PensionTrustee Company Limited; (p.p. Dr. George Washington Tenório Marcelino).Lupapar Negócios e Empreendimentos Ltda.; Nestor Perini; Gilberto Pasquale daSilva; Sergio Feijão Filho; Eduardo Lobato Salles Moulin Louzada; Sergio MauroGuimarães. (p.p. Dr. Jean Matana Moreira, Jucelino de Carli e Nilso Picinini). FundaçãoPetrobras de Seguridade Social – PETROS (p.p. Dr. Cristiano Castilhos).


I declare that these minutes are a faithful copy of those which weredrawn up in the pertinent book.


Jean Matana Moreira


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