QUALICORP S.A. CNPJ/MF No / NIRENo Publicly-held Company

Transcription

1 QUALICORP S.A. CNPJ/MF No / NIRENo Publicly-held Company MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON AUGUST 13, 2014 Date, Time and Place: On August 13, 2014, at 3pm, at QUALICORP S.A. headquarters, located in the city of São Paulo, State of São Paulo, at Rua Doutor Plinio Barreto, No. 365 (part), Bela Vista, Zip Code ( Company ). Call Notice and Publications: As there was no minimum legal quorum for installment of this Extraordinary Shareholders Meeting on July 31, 2014, the meeting was called once again to be held on this date. Documents: Call notice published on August 02, 03, 04, 05 and 06, 2014 in the Valor Econômico, on pages C11, B8 and C5, respectively, and on August 02, 05 and 06, 2014 in the Official Gazette of the State of São Paulo (Diário Oficial do Estado de São Paulo), on pages 7, 14 and 21, respectively. The documents required by the Brazilian Securities Commission ( CVM ) Instructions No. 319/1999 and 481/2009 were electronically published to the market. Attendance: Shareholders representing approximately 54.96% (fifty four point ninety-six per cent), pursuant to the signatures in the shareholders attendance book. Board: President: Wilson Olivieri; Secretary: João Ricardo de Azevedo Ribeiro. Agenda: (i) analysis, discussion and approval of the Protocol and Justification of Merger of Saúde Soluções Participações S.A., a company enrolled with the Brazilian Taxpayers Registry (CNPJ/MF) under No / , with its articles of association duly registered with the Board of Trade of the State of São Paulo under Commercial Registry (NIRE) No , with headquarters at Alameda Tocantins, No. 525, room 39, Alphaville, Zip Code , in the city of Barueri, State of São Paulo ( Saúde Soluções ), into the Company, entered into on July 15, 2014, by the managers of the Company and of Saúde Soluções ( Protocol of Merger ); (ii) ratification of the appointment of the specialized company responsible for the appraisal of Saúde Soluções net equity, as well as the preparation of the appraisal report ( Appraisal Report ); (iii) analysis, discussion and approval of the Appraisal Report; (iv) approval of the merger, pursuant to Article 227 of Law No /76, as amended ( Brazilian Corporations Law ), of Saúde Soluções into the Company, according to the Protocol of Merger ( Merger ); (v) the increase of the Company s capital stock, as a result of the Merger; (vi) the amendment of article 5 of the Company s Bylaws in order to reflect the increase of the Company s capital stock; (vii) the issuance of the Subscription Warrant by the Company, as a 1

2 counterpart to the Merger, pursuant to the Protocol of Merger; and (viii) the authorization for the Board of Officers to practice all necessary acts for the implementation of the Merger. Resolutions: Considering that the only shareholder of Saúde Soluções has approved the Merger on this date, after examining and discussing the matters on the agenda, the attending shareholders, unanimously resolved to: (i) approve the Protocol of Merger, prepared in accordance with Articles 224 and 225 of the Brazilian Corporations Law, and made available to the shareholders of the Company at the time of the call notice of this Extraordinary Shareholders Meeting; (ii) ratify the appointment of the specialized company responsible for the appraisal of Saúde Soluções net equity, as well as the preparation of the Appraisal Report, Apsis Consultoria e Avaliações Ltda., enrolled with the CNPJ/MF under No / and registered with the Regional Accounting Council of the State of Rio de Janeiro (CRC/RJ) under No /O-9, with headquarters at Rua da Assembleia, No. 35, 12 th floor, in the city of Rio de Janeiro, State of Rio de Janeiro; (iii) approve the Appraisal Report, prepared based on the audited financial statement of Saúde Soluções at the base-date of July 1 st, 2014, attached to the Protocol of Merger; (iv) approve the Merger, pursuant to the Protocol of Merger; (v) approve, as a result of the Merger, the increase of the Company s capital stock, from R$ 1,884,559, (one billion, eight hundred and eighty-four million, five hundred and fifty-nine thousand, nine hundred reais and fifty cents) to R$ 1,955,689, (one billion, nine hundred and fifty-five million, six hundred and eighty-nine thousand, four hundred and fifty-three reais and seventy-three cents), with an increase of, R$ 71,129, (seventy-one million, one hundred and twenty-nine thousand, five hundred and fifty-three reais and twenty-three cents), upon the issuance of 3,352,601 (three million, three hundred and fifty-two thousand, and sixty one) common shares, all nominative and with no par value, which shall be subscribed and paid in by the managers of Saúde Soluções, on behalf of its sole shareholder, pursuant to Article 252, paragraph 2 of the Brazilian Corporations Law, without preemptive right to the current shareholders of the Company; (vi) approve the amendment to the heading of article 5 of the Company s Bylaws in order to reflect the increase of the Company s capital stock as a result of (a) the exercise of the call options, as resolved and approved in the Board of Directors Meetings held on May 12, 2014, May 20, 2014, June 18, 2014 and July 07, 2014, and (b) the resolution (v) above, which shall read as follows: Article 5 - The capital stock of the Company, totally subscribed and paid in, is of R$ 1,955,689, (one billion, nine hundred and fifty-five million, six hundred and eighty-nine thousand, four hundred and fifty-three reais and seventy-three cents), divided into 271,425,088 (two hundred and seventy-one million, four hundred and twenty-five thousand and eighty-eight) common shares, all nominative and with no par value.; (vii) approve the issuance of 1 (one) Subscription Warrant by the Company to the sole shareholder of Saúde Soluções, also as a counterpart to the Merger, pursuant to the Protocol of Merger; and (viii) authorize the Company s Board of Officers to practice all necessary acts for the implementation of the Merger. Conclusion: There being nothing more to address, and as none of the present wished to say anything else, the works were finished and these minutes were drawn up in the summary form, which shall be published with the omission of the attending shareholders signatures pursuant to Article 130, paragraphs 1 and 2 of the Brazilian Corporations Law, and were read and signed by all present. 2

3 Board: Wilson Olivieri, President; João Ricardo de Azevedo Ribeiro, Secretary. Shareholders: L2 Participações Fundo de Investimento e Participações; 238 PLAN ASSOCIATES LLC; ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND; ACADIAN EMEMRGING MARKETS EQUITY FUND; ACADIAN EMERGING MARKETS EQUITY II FUND, LLC; ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC; ADVANCED SERIES TRUST - AST AQR EMERGING MARKETS EQUITY PORT; ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFO; ADVANCED SERIES TRUST - AST PARAMETRIC EME PORTFOLIO; ADVISORS INNER CIRCLE FUND-ACADIAN E.M.PORTF; ALASKA PERMANENT FUND; ALLIANZ VARIABLE INSURANCE PRODUCTS TRUST; AMERGEN CLINTON NUCLEAR POWER PLANT NONQUALIFIED FUND; AQR EMERGING EQUITIES FUND LP; ARIZONA PSPRS TRUST; ARTHA EMERGING MARKETS LONG MASTER FUND LLC; ARTHA MASTER ERISA FUND, LLC; ARTHA MASTER FUND LLC; ARTISAN GLOBAL SMALL CAP FUND; AT&T SAVINGS GROUP INVESTMENT TRUST; AT&T UNION WELFARE BENEFIT TRUST; AZL BLACKROCK GLOBAL ALLOCATION FUND; BELLSOUTH CORPORATION RFA VEBA TRUST; BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND; BLAKROCK GLOBAL ALLOCATION FUND INC; BLACKROCK GL ALLOCATION PORTFOLIO OF BLACKROCK SER FD, INC; BLACKROCK GLOBAL ALLOC V.I. FD OF BLACKROCK VAR SER FDS, INC; BLACKROCK INSTITUTIONAL TRUST COMPANY NA; CAISSE DE DEPOT ET PLACEMENT DU QUEBEC; CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM; CALVERT WORLD VALUES FUND, INCORPORATED-CALVERT IOF; CF DV EMERGING MARKETS STOCK INDEX FUND; CHANG HWA COMMERCIAL BANK, LTD., IN ITS CAPACITY AS MASTER C; CITY OF NEW YORK GROUP TRUST; CLASS D SERIES OF GEF-PS, LP; COLLEGE RETIREMENT EQUITIES FUND; COLORADO PUBLIC EMPLOYEES RET. ASSOCIATION; COMMONWEALTH SUPERANNUATION CORPORATION; CORNERSTONE ADVISORS GLOBAL PUBLIC EQUITY FUND; DB X-TRACKERS MSCI BRAZIL HEDGED EQUITY FUND; DB X-TRACKERS MSCI ALL WORLD EX-US HEDGED EQUITY FUND; DIVERSIFIED MARKETS (2010) POOLED FUND TRUST; DREYFUS INVESTMENT FUNDS - DIVERSIFIED EMERGING MARKETS FUND; DRIEHAUS COMPANIES PROFIT SHARING PLAN AND TRUS; DRIEHAUS EMERGING MARKETS GROWTH FUND; DRIEHAUS EMERGING MARKETS SMALL CAP GROWTH FUND; DRIEHAUS INTERNATIONAL SMALL CAP G FD, A SE DRIEHAUS M FNDS; EMERGING MARKETS EQUITY FUND; EMERGING MARKETS EQUITY INDEX MASTER FUND; EMERGING MARKETS EQUITY INDEX PLUS FUND; EMERGING MARKETS EQUITY TRUST 4; EMERGING MARKETS EX- CONTROVERSIAL WEAPONS EQUITY INDEX FD B; EMERGING MARKETS INDEX NON-LENDABLE FUND; EMERGING MARKETS INDEX NON-LENDABLE FUND B; EMERGING MARKETS PLUS SERIES OF BLACKROCK QUANTITATIVE PARTN; EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND; EVANGELICAL LUTHERAN CHURCH IN AMERICA B O PN; EWING MARION KAUFFMAN FOUNDATION; EXELON CORPORATION PENSION MASTER RETIREMENT TRUST; FIDELITY ADVISOR INT CAP APPRECIATION F; FIDELITY AD S VIII: FIDELITY AD GL CAPITAL APP F; FIDELITY COMMON TR FIDELITY MID-CAP STOCK FD; FIDELITY DESTINY PORTFOLIOS FIDELITY AD DIVER ST FD; FIDELITY EMERGING MARKETS EQUITY INVESTMENT TRUST; FIDELITY EMERGING MARKETS FUND; FIDELITY GLOBAL FUND; FIDELITY HAST. STREET T: FID GROWTH DISCOV FUND; FIDELITY INTERNATIONAL DISCIPLINED EQUITY FUND; FIDELITY INVEST T F INTERNATIONAL CAPITAL APPRECIATION FUND; FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARK FUN; 3

4 FIDELITY INVESTMENT TRUST: FIDELITY TOTAL EMERGING MARKETS F; FIDELITY INVESTMENT TRUST: FIDELITY TOTAL INTERNATIONAL EF; FIDELITY RUTLAND SQUARE TRUST II: STRATEGIC ADVISERS GRW FD; FIDELITY RUTLAND SQUARE T II: STRAT ADV G MULTI-MANAGER FD; FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD; FIDELITY SALEM STREET TRUST: SPARTAN GL EX U.S. INDEX FUND; FIDELITY S FUND: FIDELITY BLUE CHIP GROWTH FUND; FIDELITY SELECT PORT MEDICAL DELIVERY PORTFOLIO; FIDELITY U.S. ALL CAP FUND; FIDELITY U.S. MULTI-CAP INVESTMENT TRUST; FIRE AND POLICE PENSION ASSOC OF COLORADO; FIRST TRUST BRAZIL ALPHADEX FUND; FLORIDA RETIREMENT SYSTEM TRUST FUND; FORD MOTOR CO DEFINED BENEF MASTER TRUST; FORD MOTOR COMPANY OF CANADA, L PENSION TRUST; FUTURE FUND BOARD OF GUARDIANS; GARD COMMON CONTRACTUAL FUND; GMAM INVESTMENT FUNDS TRUST; GOLDMAN SACHS GROWTH MARKETS EQUITY SUB-TRUST; GOLDMAN SACHS GROWTH MARKETS EQUITY SUB- TRUST N; GOTHIC CORPORATION; GOTHIC ERP, LLC; GOTHIC HSP CORPORATION; HEWLETT PACKARD CO TAX SAV CAPITAL ACC PLAN ALL BERNST; HEWLETT-PACKARD COMPANY MASTER TRUST; HOSTPLUS SUPERANNUATION FUND; IBM DIVERSIFIED GLOBAL EQUITY FUND; ING EMERGING MARKETS INDEX PORTFOLIO; INTEGRA EMERGING MARKETS EQUITY FUND; INVESCO GLOBAL HEALTH CARE FUND; INVESCO V.I. GLOBAL HEALTH CARE FUND; ISHARES II PUBLIC LIMITED COMPANY; ISHARES III PUBLIC LIMITED COMPANY; ISHARES MSCI BRAZIL CAPPED ETF; ISHARES MSCI BRIC ETF; ISHARES MSCI EMERGING MARKETS ETF; ISHARES PUBLIC LIMITED COMPANY; ISHARES VII PLC; JANUS CAPITAL MANAGEMENT LLC; JAPAN TRUSTEE S B, LTD. SMTB PAN AMERICAN E M FUND; JAPAN TRUSTEE SERVICES BANK, LTD. STB GLOBAL H S M FUND; JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND; LEUTHOLD CORE INVESTMENT FUND; LUCENT TECHNOLOGIES INC. MASTER PENSION TR; LVIP BLACKROCK EMERGING MARKETS RPM FUND; MASSACHUSETTS INSTITUTE OF TECHNOLOGY; MELLON BANK N.A EB COLLECTIVE INVESTMENT FUND PLAN; MERCER EMERGING MARKETS EQUITY FUND; MFS DEVELOPMENT FUNDS, LLC; MFS EMERGING MARKETS EQUITY FUND; MFS HERITAGE TRUST COMPANY COLLECTIVE INVESTMENT TRUST; MFS MERIDIAN FUNDS - EMERGING MARKETS EQUITY FUND; MFS MERIDIAN FUNDS - LATIN AMERICAN EQUITY FUND; MFS VARIABLE INSURANCE TRUST II - MFS E M EQUITY PORTFOLIO; MGI FUNDS PLC; MICROSOFT GLOBAL FINANCE; MORGAN STANLEY INSTITUTIONAL FUND TRUST MID CAP GROWTH PORTF; MORGAN STANLEY SELECT DIMENSIONS INVEST SERIES, MID CAP G P; NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; NATIONAL ELEVATOR INDUSTRY PENSION PLAN; NAV CANADA PENSION PLAN; NEI NORTHWEST EMERGING MARKETS FUND; NEUBERGER BERMAN EMERGING MARKETS EQUITY TRUST; NEW YORK STATE TEACHERS RETIREMENT SYSTEM; NEW ZEALAND SUPERANNUATION FUND; NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD I (ACWI) E-U F-L; NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LEND; NORTHERN TRUST INVESTIMENT FUNDS PLC; NORTHWESTERN MUTUAL SERIES FUND, INC.- E.M.E.P.; NZAM EM8 EQUITY PASSIVE FUND; OYSTER CREEK NUCLEAR GENERATING STATION QUALIFIED FUND; PANAGORA GROUP TRUST; PICTET - EMERGING MARKETS INDEX; PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER; PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO; PYRAMIS CONCENTRATED INTERNATIONAL SMALL CAP TRUST; PYRAMIS GLOBAL EX U.S. INDEX FUND LP; PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT 4

5 PLANS; PYRAMIS SELECT EMERGING MARKETS EQUITY TRUST; RAILWAYS PENSION TRUSTEE COMPANY LIMITED; ROCHE US DB PLANS MASTER TRUST; SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO; SIT DEVELOPING MKTS GROWTH FUND; SPDR S&P EMERGING MARKETS ETF; SPDR S&P EMERGING MARKETS SMALL CAP ETF; SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND; STATE OF CONNECTICUT RET PLANS AND TRT FUN; STATE OF IND PUBLIC EMPL RET FUND; STATE OF OREGON; STATE OF WISCONSIN INVT. BOARD MASTER TRUST; STATE ST B AND T C INV F F T E RETIR PLANS; STATE UNIVERSITY RETIREMENT SYSTEM; STICHTING F&C MULTI MANAGER EMERGING EQUITY ACTIVE; STICHTING PENSIOENFONDS VAN DE ABN AMRO BK NV; STICHTING PHILIPS PENSIOENFONDS; TCW AMERICAS DEVELOPMENT ASSOC.; TCW EMERGING MARKETS MULTI-ASSET OPPORTUNITIES FUND; TEACHER RETIREMENT SYSTEM OF TEXAS; TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS; THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST; THE DUKE ENDOWMENT; THE ILLINOIS MUNIC. EMPLOYEES RETIREMENT FUND; THE LATIN AMERICAN DISCOVERY FUND, INC; THE MONETARY AUTHORITY OF SINGAPORE; THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN; THE PENSION RESERVES INVESTMENT MANAG.BOARD; THE SEI EMERGING MARKETS EQUITY FUND; THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND; THE UNITED NATIONS JOINTS STAFF PENSION FUND; THE UNIVERSAL INSTITUTIONAL FUNDS, INC., MID CAP GROWTH PORT; THE WASHINGTON UNIVERSITY; THORNBURG DEVELOPING WORLD FUND; THORNBURG DEVELOPING WORLD FUND (Q.P.), LLC; THORNBURG GLOBAL INVESTMENT PLC- THORNBURG DEVELOPING W F; THREE MILE ISLAND UNIT ONE QUALIFIED FUND; TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F; TRANSAMERICA GROWTH OPPORTUNITIES; TRANSAMERICA LIFE INSURANCE COMPANY; UNIV OF PITTSBURGH MEDICAL CENTER SYSTEM; USAA SCIENCE AND TECHNOLOGY FUND; UTAH STATE RETIREMENT SYSTEMS; VANGUARD FTSE ALL-WORLD EX-US SMALL-CAP INDEX FUND ASOVIEIF; VANGUARD TOTAL WSI FD, A SOV INTERNATIONAL EQUITY INDEX FDS; VARIABLE INSURANCE PRODUCTS FUND II: EMERGING MARKETS PORTFO; VARIABLE I PROD F II INTERNATIONAL CAP APPRECIATION PORT; VARIABLE INSURANCE PRODUCTS FD GROWTH PORT; VIRGINIA RETIREMENT SYSTEM; WASATCH EMERGING MARKETS SELECT FUND; WASATCH EMERGING MARKETS SMALL CAP CIT; WASATCH EMERGING MARKETS SMALL CAP FUND; WASATCH GLOBAL OPPORTUNITIES FUND; WASHINGTON STATE INVESTMENT BOARD; WHEELS COMMON INVESTMENT FUND; BLACKWELL PARTNERS LLC; FIDELITY FUNDS SICAV; BEST INVESTMENT CORPORATION; COLUMBIA EMERGING MARKETS FUND; COLUMBIA VARIABLE PORTFOLIO -EMERGING MARKETS FUND; EQ ADVISORS TRUST - EQ/MORGAN STANLEY MID CAP GROWTH PORT; FIDELITY ADVISOR SERIES I FIDELITY ADVISOR EQUITY GROWTH FD; F A S VIII: FIDELITY ADV EMERGING MARKETS FUN; FI CE I PO LLC FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND; FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FID INT EQ CEN F; FIDELITY INSTITUTIONAL FUNDS ICVC - SELECT EM MA EQ FUND; FIDELITY INV. T. FID. EMRG. MARKETS FND; FIDELITY INVESTMENT MONEY MANAGEMENT INC; FID.MOUNT V.ST.TR.FIDEL.NEW MILENIUM FUND; FID.PURITAN TRUST-FID.PURITAN FUND; HARTFORD HEALTHCARE HLS FUND, A SERIES OF H S FD, INC; JTSB LTD AS TR FOR SUM TR AND BANK CO.,LTD TR F; JNL/BLACKROCK GLOBAL ALLOCATION FUND; JNL/MELLON CAPITAL EMERGING 5

6 MARKETS INDEX FUND; JNL/MORGAN STANLEY MID CAP GROWTH FUND; MISSOURI EDUCATION PENSION TRUST; MOMENTUM INVESTMENT FUNDS SICAV-SIF; MORGAN STANLEY INVESTMENT FUNDS LATIN AMERICAN EQUITY FUND; NORGES BANK; PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; SBC MASTER PENSION TRUST; STATE OF NEW MEXICO STATE INV. COUNCIL; STATE OF WYOMING; STATE SUPER FINANCIAL SERV INTL EQ SECTOR TRU; STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL; THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST; THE CHANCELLOR, MASTERS & S OF T U OF O T OF THE O F O C A; THE HARTFORD HEALTHCARE FD, A SERIES OF THE H MUTUAL F, INC; THE MASTER TRUST BANK OF JAPAN, LTD. AS T. FOR MTBJ ; THE MASTER TRUST BANK OF JAPAN, LTD. AS TR FOR MUTB ; THE MASTER TRUST BANK OF JAPAN, LTD. AS T. FOR MUTB ; THE MASTER TRUST BANK OF JAP, LTD. AS TR. FOR MTBJ ; UNIVERSITIES SUPERANNUATION SCHEME LTD; VANGUARD INVESTMENT SERIES PLC; VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F; BB TOP ACOES MULTISETORIAL ATIVO FI; BB TOP ACOES SETORIAL CONSUMO FI; BB PREVIDENCIARIO ACOES GOVERNANCA FI; BB TOP ACOES DIVIDENDOS MIDCAPS FI; BB TOP ACOES SAUDE BEM ESTAR FI; BRASILPREV TOP A FUNDO DE INVESTIMENTO EM ACOES; BB TERRA DO SOL FI MM; BB TOP ACOES DUAL STRATEGY FI; BB TOP ACOES IBOVESPA INDEXADO FI; BB TOP ACOES IBRX INDEXADO FI. This is a faithful copy of the minutes recorded in the relevant corporate book. São Paulo, August 13, João Ricardo de Azevedo Ribeiro Secretary 6