ID (CNPJ): / MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETINGS HELD ON APRIL

Transcription

1 COMPANHIA DE SANEAMENTO DE MINAS GERAIS - COPASA MG PUBLICLY-HELD COMPANY Company Registry (NIRE): Corporate Taxpayer s ID (CNPJ): / MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETINGS HELD ON APRIL 13, Date, Time and Venue: Held on April 13, 2012, at 03:00 p.m., at the Company s headquarters, at Rua Mar de Espanha 525, Santo Antônio, CEP , in the city of Belo Horizonte, state of Minas Gerais. 2. Attendance: Shareholders representing sixty-eight and fifteen hundredths percent (68.15%) of the voting capital stock attended the meeting, as per the signatures in the Shareholders' Attendance Book. The meetings were also attended by Rafael Rodrigues Alves da Rocha, member of the Fiscal Council of COPASA MG, Ricardo Augusto Simões Campos, CEO, Vespasiano Álvaro de Souza, Head of the Chief Executive Office and José Veloso Medrado, the Company's Legal Representative, as an invitee. 3. Call: The Call Notice was published, pursuant to Article 124 of Federal Law 6404/1976, in the state register Diário Oficial de Minas Gerais and in the newspapers Estado de Minas and Valor Econômico in the issues of March 29, 30 and 31, Presiding Board: Chief Executive Officer Ricardo Augusto Simões Campos chaired the meeting, pursuant to the sole paragraph of Article 10 of the Company s Bylaws, and invited Vespasiano Álvaro de Souza to act as secretary. 5. Agenda: 5.1. At the Annual Shareholders Meeting: (i) to approve the annual management report, balance sheet and financial statements of the parent company and the consolidated statements in IFRS for the fiscal year ended December 31, 2011; (ii) to resolve on the allocation of net income for the fiscal year ended December 31, 2011, with the retention of a portion for reinvestment and payment of interest on equity (IOE) to be imputed to the minimum mandatory dividends, and to define the date for the payment of IOE; (iii) to approve the Investment Program of COPASA MG and its subsidiaries for fiscal year 2012, pursuant to paragraph 2 of Article 196 of Federal Law 6404/76; (iv) to elect the members of the Board of Directors and Fiscal Council At the Extraordinary Shareholders Meeting: (i) to establish the amount to be allocated to the compensation of the members of COPASA s Board of Directors, Fiscal Council and Board of Executive Officers; (ii) to transfer assets to Companhia Energética de Minas Gerais CEMIG, through the donation of material and equipment installed at the worksites and services for the installation of the tri-phase electric energy network, to feed the sewage system units in the municipality of Centralina; (iii) to amend Article 6 of the Company s Bylaws. 6. Resolutions: 6.1. At the Annual Shareholders Meeting: After discussing the matters on the agenda, the attending shareholders resolved on the following: (i) to approve, by a majority vote, the annual management report, balance sheet and the remaining financial statements of the parent company and the consolidated statements in IFRS, for the fiscal year ended December 31, 2011, as published in the state register Diário Oficial de Minas Gerais in the issue of March 10, 2012, and in the newspaper Valor Econômico in the issue of March 12, 2012; (ii) to approve, by a majority vote, the following allocation of the Company s net income for the fiscal year ended December 31, 2011, totaling four hundred seventy million, four hundred thirty-six thousand, nine hundred and forty-two reais and thirty-four centavos (R$470,436,942.34), as per the financial statements: (a) twenty-three million, five hundred twenty-one thousand, eight hundred and forty-seven reais and twelve centavos (R$23,521,847.12) allocated to the legal reserve; (b) nine million, four hundred eight thousand, eight hundred and ninety-five reais and eleven centavos

2 (R$9,408,895.11) allocated to the fiscal incentive reserve; (c) one hundred fifty-three million, one hundred twenty-seven thousand, one hundred and seventy reais and four centavos (R$153,127,170.04), corresponding to the gross amount of one point three three two three four four eight three five six reais (R$ ) per share entitled to full payment and zero point one one one zero two eight seven three six three of a real (R$ ), per share entitled to payment on a pro rata temporis basis, to be allocated to the payment of IOE. This amount will be imputed to the minimum mandatory dividends for the fiscal year ended December 31, 2011 to maintain the equivalence between total IOE paid and the minimum mandatory dividends distributed based on the fiscal year s net income, in accordance with the Company s Bylaws. The Board of Directors approved at the meetings held on March 25, 2011, June 27, 2011 and September 16, 2011 the allocation of a portion of this amount, totaling one hundred twenty-three million, three hundred nineteen thousand, one hundred and sixty-eight reais and ninety-four centavos (R$123,319,168.94) to shareholders of record on March 31, 2011, July 6, 2011 and September 21, 2011, and paid on May 23, 2011, August 26, 2011 and November 14, 2011, respectively. The Board of Directors Meeting held on February 29, 2012 approved the distribution of the remaining amount of twenty-nine million, eight hundred eight thousand and one reais and ten centavos (R$29,808,001.10) to shareholders of record on March 13, 2011, to be paid on April 27, (d) two hundred eighty-four million, three hundred seventy-nine thousand and thirty reais and seven centavos (R$284,379,030.07) were allocated to the retained profit reserve, in accordance with the capital budget in the Investment Program, pursuant to Article 196, paragraph 2, of Law 6404/76, as approved by this Shareholders Meeting; (iii) to approve, by a majority vote, pursuant to Article 196, paragraph 2 of Federal Law 6404/76, the Investment Program of COPASA MG and its subsidiaries for fiscal year 2012, totaling nine hundred fifty-three million, two hundred and ninety thousand reais (R$953,290,000.00). Of this amount, eight hundred and fifty million reais (R$850,000,000.00) will be invested by COPASA MG and one hundred million reais (R$100,000,000.00) will be invested by COPANOR. These funds will be transferred by the Minas Gerais State Government; (iv.1) to elect, by a majority vote, after analyzing their respective curricula and verifying other relevant requirements, to the position of member of the Company s Board of Directors: (a) minority shareholders attending the meeting requested a separate vote, pursuant to Article 239, of Federal Law 6404/1976, electing Alexandre Pedercini Issa, Brazilian, single, retailer, Individual Taxpayer s ID (CPF) , Identity Card no. MG SSPMG, domiciled at Rua Caraça nº 248, apartamento 601 Serra, in the city of Belo Horizonte, state of Minas Gerais.(b) the following Board members were elected by a majority vote: 1. Alfredo Vicente Salgado Faria, Brazilian, married, graduate in Environmental Management Technology, Individual Taxpayer s ID (CPF) , Identity Card no. M SSP/MG, domiciled at Rua Mar de Espanha, Santo Antônio, in the city of Belo Horizonte, State of Minas Gerais; 2. Enio Ratton Lombardi, Brazilian, married, engineer, Individual Taxpayer s ID (CPF) , professional identification card (CREA) 25432, domiciled at Rua Mar de Espanha, Santo Antônio, in the city of Belo Horizonte, state of Minas Gerais; 3. Euclides Garcia de Lima Filho, Brazilian, married, physician, Individual Taxpayer s ID (CPF) , Identity Card no. M SSP/MG, domiciled at Rua Mar de Espanha, Santo Antônio, in the city of Belo Horizonte, state of Minas Gerais; 4. Flávio José Barbosa de Alencastro, Brazilian, divorced, business administrator, Individual Taxpayer s ID (CPF) , Identity Card no SSP-DF, domiciled at SQN 307, bloco D, apartamento 301, Asa Norte, in the city of Brasília, Federal District; 5. João Antônio Fleury Teixeira, Brazilian, married, business administrator, Individual Taxpayer s ID (CPF) , Identity Card no. M

3 SSP/MG, domiciled at Rua Mar de Espanha, 525, bairro Santo Antônio, in the city of Belo Horizonte, state of Minas Gerais; 6. José Carlos Carvalho, Brazilian, married, engineer, Individual Taxpayer s ID (CPF) , Identity Card no SPP/MG, domiciled at Rua Mar de Espanha, 525, bairro Santo Antônio, in the city of Belo Horizonte, state of Minas Gerais; 7. Ricardo Augusto Simões Campos, Brazilian, married, civil engineer, Individual Taxpayer s ID (CPF) , professional identification card (CREA) 14534/D, domiciled at Rua Mar de Espanha, 525, 3º andar - Santo Antônio, in the city of Belo Horizonte, state of Minas Gerais; 8. Tadeu Barreto Guimarães, Brazilian, divorced, economist, Individual Taxpayer s ID (CPF) , Identity Card no SSPMG, domiciled at Rua Mar de Espanha, 525, 3º andar - Santo Antônio, in the city of Belo Horizonte, state of Minas Gerais. The elected Board members referred to in items 1, 2, 3, 4 and 6 above are independent members, pursuant to Article 13, paragraph 2 of the Company s Bylaws and the Novo Mercado Listing Rules of the BOVESPA (São Paulo Stock Exchange); (iv.2) to elect, by a majority vote, after analyzing their respective curricula and verifying other relevant requirements, to the position of member of the Company s Fiscal Council: (a) minority shareholders attending the meeting requested a separate vote, pursuant to Article 240 of Federal Law 6404/1976, electing as sitting member of the Fiscal Council, Rafael Rodrigues Alves da Rocha, Brazilian, single, aviator, Individual Taxpayer s ID (CPF) , Identity Card no , domiciled at Avenida Oswaldo Cruz, 137, 10º andar - Flamengo, in the city and state of Rio de Janeiro, and his alternate, Letícia Pedercini Issa, retailer, Individual Taxpayer s ID (CPF) , Identity Card no. M SSPMG, domiciled at Rua Professor Estevão Pinto nº 1464, apartamento 501 Serra, in the city of Belo Horizonte, state of Minas Gerais; (b) by a majority vote, the following members of the Fiscal Council were elected, along with their respective alternates: 1. Carlos Eduardo Carvalho de Andrade, Brazilian, single, Individual Taxpayer s ID (CPF) , Identity Card no. MG , Bachelor s degree in Computer Sciences, domiciled at Rua Professor Alberto Teixeira Paes, 104 Mangabeiras, in the city of Belo Horizonte, state of Minas Gerais; 2. Jair Siqueira, Brazilian, married, entrepreneur, Individual Taxpayer s ID (CPF) , Identity Card no. MG , domiciled at Rua Thais Nargot Siqueira nº 10 - Vale do Sol, in the city of Pouso Alegre, state of Minas Gerais; 3. Maron Alexandre Mattar, Brazilian, single, entrepreneur, Individual Taxpayer s ID (CPF) , Identity Card no. M SSP/MG, domiciled at Rua Mar de Espanha, 525, bairro Santo Antônio, in the city of Belo Horizonte, state of Minas Gerais; 4. Paulo Elisiário Nunes, Brazilian, married, sociologist, Individual Taxpayer s ID (CPF) , Identity Card no. M SSP/MG, domiciled at Av. do Contorno 8100, apartamento 301, bairro Santo Agostinho, in the city of Belo Horizonte, state of Minas Gerais, and as his alternate, Sérgio Pessoa de Paula Castro, Brazilian, married, lawyer, Individual Taxpayer s ID (CPF) , registered with the Brazilian Bar Association (OAB/MG) under no , domiciled at Avenida Afonso Pena, 1901, 3º Andar - Centro, in the city of Belo Horizonte, state of Minas Gerais. The investiture of the Board of Directors and Fiscal Council members elected herein is subject to: (i) signature of the Statement of Consent required by the Novo Mercado Listing Rules; (ii) signature of the Investiture Instrument drawn up in the Company s books; and (iii) the signature of the clearance certificate pursuant to the applicable legislation. The terms of office of the members of the Board of Directors and Fiscal Council elected herein will expire at the Annual Shareholders Meeting that approves the accounts for fiscal year ended on December 31, 2012; 6.2. At the Extraordinary Shareholders Meeting: After discussing the Annual Shareholders Meeting agenda, the shareholders proceeded to discuss the matters on the agenda of Extraordinary Shareholders Meeting and resolved on the following: (i) to

4 approve, by a majority vote, in accordance with Articles 16 and 26, and paragraph 2 of Article 34 of the Company's Bylaws, the annual compensation of the Company s Administrators, corresponding to fees, paid leave, profit sharing, benefits and payroll charges of seven million, two hundred thirty-six thousand, eight hundred and ninety-two reais (R$7,236,892.00), of which: six million, four hundred thirty thousand, one hundred and sixty-five reais (R$6,430,165.00) related to the members of the Board of Executive Officers; six hundred thirty-two thousand, two hundred and ninety reais (R$632,290.00) related to the members of the Board of Directors; and one hundred seventy-four thousand, four hundred and thirty-seven reais (R$174,437.00) related to the members of the Fiscal Council; (ii) to approve, by a majority vote, pursuant to Article 40 of the Company's Bylaws, the transfer of assets to Companhia Energética de Minas Gerais CEMIG, through the donation of material and equipment installed at the worksites and services for the installation of the tri-phase electric energy network, to feed the sewage pumping and treatment stations of the sewage system units in Centralina. The Board of Directors is hereby empowered to approve the transfer to the electric energy concessionaires, of assets composing the electricity distribution and/or transmission networks that are part of the expansion, implementation and improvement works in the operational units built by COPASA MG; (iii) to approve, by a majority vote, the amendment of Article 6 of the Company s Bylaws, which will now read as follows: Article 6 - The Company s capital stock is two billion, six hundred and thirty-six million, four hundred and ninety-eight thousand, nine hundred and forty-one reais and thirty-eight centavos (R$2,636,498,941.38), fully subscribed and paid-in, represented by one hundred and fifteen million, three hundred thousand, seven hundred and sixty (115,300,760) common shares, all of them non-par and registered shares. 7. Closure: There being no further business to discuss, the meeting was adjourned for the time necessary to draw up these minutes, which were read, verified, found to be in compliance and signed by all present, approved in summary format and for publication omitting the signatures of shareholders, pursuant to Article 130 of Federal Law 6404/1976. Belo Horizonte, April 13, Chairman: Ricardo Augusto Simões Campos; Secretary: Vespasiano Álvaro de Souza; and the following Shareholders: State of Minas Gerais, represented by the General Attorney of the state of Minas Gerais, in office, Roney Luiz Torres Alves da Silva; Ricardo Augusto Simões Campos; Vespasiano Álvaro de Souza; Alexandre Pedercini Issa; and Rafael Rodrigues Alves da Rocha, Maurício Pereira de Jesus and George Washington Tenório Marcelino representing by proxy the remaining shareholders: Acadian Emerging Markets Equity Fund; Acadian Emerging Markets Equity II Fund, LLC; Anthem Insurance Companies, Inc. Master Trust; Ascension Health Master Pension Trust; Baptist Health South Florida, INC; Bell Atlantic Master Trust; Blackrock Ecosolutions Investment Trust; BNY Mellon Funds Trust; BNY Mellon Emerging Markets Fund; Capital Guardian Emerging Markets Equity DC Master Fund; Capital International Emerging Markets Fund; Catholic United Investiment Trust; College Retirement Equities Fund; County Employees Annuity And Benefit Fund Of The Cook County; Cox Enterprises INC Mater Trust; Deltec Global Opportunities Fund Ltd; Eaton Vance Int (IR) F PLC/Eaton V Int (IR) PPA Emerging Markets Equity Fund; Eaton Vance Parametric Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed Emerging Markets Fund; Emerging Markets Growth Fund Inc.; Emerging Markets Small Capitalization Equity Index Non-Lendable Fund; Emerging Markets Small Capitalization Equity Index Non-Lendable Fund B; Fgp Developing Markets Pooled Fund; Fgp Private Developing Markets Pooled Fund; Fidelity Advisor Series VIII: Fidelity Advisor Emerging Markets Fund; Fidelity Central Investment Portfolios LLC: Fidelity Emerging Markets Equity Central Fund; Fidelity Emerging Markets Fund; Fidelity Investment Trust: Fidelity Emerging Markets Fund; Fidelity Investment Trust: Fidelity

5 Series Emerging Markets Fund; Fidelity Investment Trust: Fidelity Total Emerging Markets Fund; Fiduciary Trust International Of The South As Trustee Of Templeton International Smaller Companies F; Firefighters Retirement System; Florida Retirement System Trust Fund; Ford Motor Company Defined Benefit Master Trust; Fundo Latino Americano CIBC; Gard Common Contractual Fund; Globeflex International Partners L.P.; GMAM Investment Funds Trust; GMO Mean Reversion Fund (Onshore), A Series of GMO Master Portfolios (Onshore), L.P.; ING MFS Utilities Portfolio; Ishares MSCI Brasil Small Cap Index Fund; Ishares Msci Emerging Markets Small Cap Index Fund; James P. Oshaughnessy 1982 Irrevocable Trust; John Hancock Variable Insurance Trust Utilities Trust; John Hancock Variable Insurance Trust Core Allocation Plus Trust; Leuthold Global Fund; Leuthold Global Industries Fund; Lucent Technologies Inc. Master Pension Trust; MacKenzie Universal Canadian R Fund; McKinley Capital Emerging Markets Growth Fund Series A; MFS Variable Insurance Trust - MFS Utilities Series; MFS Variable Insurance Trust II - MFS Utilities Portfolio; MGI Funds PLC; Ministry Of Strategy And Finance; New York State Teacher s Retirement System; New Zealand Superannuation Fund; Newton Global Higher Income Fund; Northwest Eafe Fund; Nuveen Global Infrastructure Fund; Nuveen International Fund; Nuveen International Select Fund; Nvit Developing Markets Fund; Nvit Emerging Markets Fund; Optimix Wholesale Global Emerging Markets Share Trust; Optimix Wholesale Global Smaller Company Share Fund; Pace International Emerging Markets Equity Investments; Pictet - Water; Premier Energy And Water Trust PLC; Public Employee Retirement System Of Idaho; Public Employee Retirement System of Mississippi; Public Employee Retirement System Of Ohio; Pyramis Emerging Markets Equity Trust; Pyramis Group Trust For Employee Benefit Plans: Pyramis Emerging Markets Commingled Pool; Pyramis Group Trust For Employee Benefit Plans: Pyramis Sel Inter S C P C Pool; Rare Series Emerging Markets Infrastructure Fund; Raytheon Company Master Trust; RBS Pension Trustee Limited; Retail Employees Superannuation Pty Limited; Robeco Portfolio Trust - Sam Sustainable Water Fund; Schwab Fundamental Emerging Markets Index Fund; Ssga Active Emerging Cap Securities Lending Qib Common Trust Fund; Ssga Msci Emerging Markets Small Cap Index Non-Lending Common Trust Fund; Ssga Spdr Etfs Europe I Public Limited Company; Stagecoach Group Pension Scheme; State Of California Public Employees Retirement System; State Of Connecticut Retirement Plans And Trust Funds; State of New Mexico Educational Retirement Board; State of New Mexico State Investiment Council; State Of Oregon; State Of Winsconsin Investment Board Master Trust; State Street Bank And Trust Company Investment Funds For Tax Exempt Retirement Plans; State Street Emerging Markets; Stichting Blue Sky Act Equity Emerging Markets Gl Fund; Stichting Depositary APG Emerging Markets Equity Pool; Teachers Ret. System of Lousiana; Templeton Institutional Funds - Foreign Smaller Companies Series; The Board Of Regents Of The University Of Texas System; The Boeing Company Employee Retirement Plans Master Trust; The Boeing Company Employee Savings Plans Master Trust; The Boston Company Emerging Markets Core Equity Fund; The Boston Company Inc. Pooled Employee Fund/Emerging Markets Small Cap Value Equity Fund; The Government Of The Province Of Alberta; The Master Trust Bank Of Japan, Ltd. As T F N T All C W Eq Inv Index Fund (Tax Ex Q INS INV Only); The Master Trust Bank of Japan, Ltd. As Trustee of MTBC ; The Master Trust Bank Of Japan, Ltd. Re: Russell Global Environment Technology Fund; The Monetary Authority Of Singapore; The Pension Reserves Investment Management Board; The Public Education Employee Retirement System of Missouri; The State Teachers Retirement System Of Ohio; TMA Umbrella Fund - TMA ACWI EX - Japan Portfolio; Treasurer Of The State Of North Carolina Equity Investment Fund Pooled Trust; UAW Retiree Medical Benefits Trust; Ullico Diversified International Equity Fund, L.P.; Vanguard Total

6 International Stock Index Fund, A Series Of Vanguard Star Funds; Vanguard Total WSI Fund, A SOB International Equity Index Fund; Vantagepoint Discovery Fund; Variable Insurance Products Fund IV: Emerging Markets Portfolio; Virginia Retirement System; and Wsib Investments Public Equities Pooled Fund Trust whose votes were filed in the Company s records. This is a free English translation of the original instrument drawn up in the Company s records. Ricardo Augusto Simões Campos Chairman Vespasiano Álvaro de Souza Secretary

7 Attending Shareholders nº shares nº votes Estado de Minas Gerais 61,188,867 61,188,867 Ricardo Augusto Simões Campos 4 4 Vespasiano Álvaro de Souza Alexandre Pedercini Issa Rafael Rodrigues Alves Da Rocha Maurício Pereira de Jesus Acadian Emerging Markets Equity Fund 170, ,200 Acadian Emerging Markets Equity II Fund, LLC 73,400 73,400 Anthem Insurance Companies, Inc, Master Trust 2,400 2,400 Ascension Health Master Pension Trust 44,500 44,500 Baptist Health South Florida, INC 8,000 8,000 Bell Atlantic Master Trust 24,300 24,300 Blackrock Ecosolutions Investment Trust 160, ,000 BNY Mellon Funds Trust - BNY Mellon Emerging Markets Fund 192, ,000 Capital Guardian Emerging Markets Equity DC Master Fund 3,600 3,600 Capital International Emerging Markets Fund 31,100 31,100 Catholic United Investiment Trust 4,552 4,552 College Retirement Equities Fund 162, ,800 County Employees Annuity And Benefit Fund Of The Cook County 120, ,100 Cox Enterprises INC Mater Trust 17,100 17,100 Deltec Global Opportunities Fund Ltd 9,000 9,000 Eaton Vance Int (IR) F PLC/Eaton V Int (IR) PPA Emerging Markets Equity Fund 18,900 18,900 Eaton Vance Parametric Structured Emerging Markets Fund 31,600 31,600 Eaton Vance Parametric Tax-Managed Emerging Markets Fund 20,000 20,000 Emerging Markets Growth Fund Inc 72,500 72,500 Emerging Markets Small Capitalization Equity Index Non-Lendable Fund 99,700 99,700 Emerging Markets Small Capitalization Equity Index Non-Lendable Fund B 21,700 21,700 FGP Developing Markets Pooled Fund 22,900 22,900 FGP Private Developing Markets Pooled Fund 38,000 38,000 Fidelity Advisor Series VIII: Fidelity Advisor Emerging Markets Fund 86,700 86,700 Fidelity Central Investment Portfolios LLC: Fidelity Emerging Markets Equity Central Fund 32,300 32,300 Fidelity Emerging Markets Fund 15,400 15,400 Fidelity Investment Trust: Fidelity Emerging Markets Fund 563, ,500 Fidelity Investment Trust: Fidelity Series Emerging Markets Fund 569, ,700 Fidelity Investment Trust: Fidelity Total Emerging Markets Fund 6,080 6,080 Fiduciary Trust International Of The South As Trustee Of Templeton International Smaller Companies Fund 333, ,600 Firefighters Retirement System 11,200 11,200 Florida Retirement System Trust Fund 103, ,200 Ford Motor Company Defined Benefit Master Trust 3,319 3,319 Fundo Latino Americano CIBC 27,600 27,600 Gard Common Contractual Fund 8,100 8,100 Globeflex International Partners L, P, GMAM Investment Funds Trust 13,600 13,600 GMO Mean Reversion Fund (Onshore), A Series Of Gmo Master Portfolios (Onshore), L,P, 25,100 25,100

8 Attending Shareholders nº shares nº votes ING Mfs Utilities Portfolio 241, ,200 Ishares MSCI Brazil Small Cap Index Fund 105, ,800 Ishares Msci Emerging Markets Small Cap Index Fund 3,500 3,500 James P, Oshaughnessy 1982 Irrevocable Trust John Hancock Variable Insurance Trust Utilities Trust 78,400 78,400 John Hancock Variable Insurance Trust Core Allocation Plus Trust 8,500 8,500 Leuthold Global Fund 153, ,469 Leuthold Global Industries Fund 5,303 5,303 Lucent Technologies Inc, Master Pension Trust 131, ,800 MacKenzie Universal Canadian Resource Fund 1,000,000 1,000,000 McKinley Capital Emerging Markets Growth Fund Series A 48,200 48,200 MFS Variable Insurance Trust - MFS Utilities Series 531, ,600 MFS Variable Insurance Trust II - MFS Utilities Portfolio 127, ,000 MGI Funds PLC 27,900 27,900 Ministry Of Strategy And Finance 44,800 44,800 New York State Teacher s Retirement System 75,000 75,000 New Zealand Superannuation Fund 81,800 81,800 Newton Global Higher Income Fund 2,400,000 2,400,000 Northwest Eafe Fund 15,300 15,300 Nuveen Global Infrastructure Fund 70,209 70,209 Nuveen International Fund 2,992 2,992 Nuveen International Select Fund 11,782 11,782 Nvit Developing Markets Fund 21,400 21,400 Nvit Emerging Markets Fund 28,700 28,700 Optimix Whole Sale Global Emerging Markets Share Trust 82,100 82,100 Optimix Wholesale Global Smaller Companies Share Trust 14,900 14,900 Pace International Emerging Markets Equity Investments 9,375 9,375 Pictet Water 3,483,300 3,483,300 Premier Energy And Water Trust PLC 50,000 50,000 Public Employee Retirement System Of Idaho 95,500 95,500 Public Employee Retirement System of Mississippi 41,900 41,900 Public Employee Retirement System Of Ohio 74,000 74,000 Pyramis Emerging Markets Equity Trust 1,200 1,200 Pyramis Group Trust For Employee Benefit Plans: Pyramis Emerging Markets Commingled Pool Pyramis Group Trust For Employee Benefit Plans: Pyramis Sel Inter Small Cap Plus C Pool 58,800 58,800 62,300 62,300 Rare Series Emerging Markets Infrastructure Fund 74,400 74,400 Raytheon Company Master Trust 139, ,500 RBS Pension Trustee Limited 1,108,461 1,108,461 Retail Employees Superannuation Pty Limited 111, ,400 Robeco Portfolio Trust Sam Sustainable Water Fund 31,200 31,200 Schwab Fundamental Emerging Markets Index Fund 9,693 9,693 SSGA Active Emerging Cap Securities Lending Qib Common Trust Fund 24,077 24,077 SSGA Msci Emerging Markets Small Cap Index Non-Lending Common Trust Fund 22,095 22,095 Stagecoach Group Pension Scheme 109, ,200 SSGA Spdr Etfs Europe I Public Limited Company 2,798 2,798 State of New Mexico State Investiment Council 219, ,368 State Of Oregon 19,545 19,545

9 Attending Shareholders nº shares nº votes State Of Winsconsin Investment Board Master Trust 160, ,555 State Street Bank And Trust Company Investment Funds For Tax Exempt Retirement Plans 17,605 17,605 State Street Emerging Markets 5,222 5,222 Stichting Blue Sky Act Equity Emerging Markets Gl Fund 29,000 29,000 Stichting Depositary APG Emerging Markets Equity Pool 136, ,700 Teachers Ret, System of Lousiana 121, ,700 Templeton Institutional Funds - Foreign Smaller Companies Series 245, ,200 The Board Of Regents Of The University Of Texas System 9,700 9,700 The Boeing Company Employee Retirement Plans Master Trust 88,698 88,698 The Boeing Company Employee Savings Plans Master Trust 10,600 10,600 The Boston Company Emerging Markets Core Equity Fund The Boston Company Inc, Pooled Employee Fund / Emerging Markets Small Cap Value Equity Fund 8,800 8,800 The Government Of The Province Of Alberta 100, ,900 The Master Trust Bank Of Japan, Ltd, As T F N T All C W Eq Inv Index Fund (Tax Ex Q INS INV Only) The Master Trust Bank Of Japan, Ltd, As Trustee of MTBC The Master Trust Bank Of Japan, Ltd, Re: Russell Global Environment Technology Fund 15,300 15,300 The Monetary Authority Of Singapore 168, ,400 The Pension Reserves Investment Management Board 70,932 70,932 The Public Education Employee Retirement System of Missouri 2,000 2,000 The State Teachers Retirement System Of Ohio 197, ,069 TMA Umbrella Fund - TMA ACWI EX - Japan Portfolio 46,400 46,400 Treasurer Of The State Of North Carolina Equity Investment Fund Pooled Trust 195, ,100 UAW Retiree Medical Benefits Trust 108, ,200 Ullico Diversified International Equity Fund, LP 7,300 7,300 Vanguard Total International Stock Index Fund, A Series Of Vanguard Star Funds 228, ,822 Vanguard Total World Stock Index Fund, A Series Of Vanguard International Equity Index Fund 5,900 5,900 Vantagepoint Discovery Fund 42,300 42,300 Variable Insurance Products Fund IV: Emerging Markets Portfolio 17,800 17,800 Virginia Retirement System 268, ,390 WSIB Investments Public Equities Pooled Fund Trust 59,700 59,700 Total 78,324,194 78,324,194