MINUTES OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING HELD ON APRIL 25, 2017.

Transcription

1 LOCALIZA RENT A CAR S.A. Publicly held Company Corporate Taxpayer s ID (CNPJ): / Corporate Registry ID (NIRE): MINUTES OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS MEETING HELD ON APRIL 25, Date, Time and Place: April 25, 2017, at 3:00 pm, in the Company s headquarters located at Avenida Bernardo Monteiro, 1563, city of Belo Horizonte, state of Minas Gerais. Attendance: (1) Shareholders representing 68.62% of the Company s voting shares (2) Registered the presence of Mr. José Salim Mattar Júnior, Mr. Eugênio Pacelli Mattar, Mr. Flávio Brandão Resende and Mr. Antonio Cláudio Brandão Resende, founders of the Company and members of Company s Management; and (3) Registered the presence of Mr. Guilherme Campos e Silva, CPF: , ID M , CRC: 1SP218254/o 1 "S" MG, partner and representative of PricewaterhouseCoopers Auditores Independentes. Instatement: Mr. Jose Salim Mattar Junior, President; and Mr. Roberto Antônio Mendes, Secretary. Call notice: Call notice published on March 24, (pg.01), March 29, (pg.37), April 5 (pg.01) and April 19 (pg.02), 2017 in Diário Oficial do Estado de Minas Gerais and March 24, (pg.14), March 29, (pg.10), April 5 (pg.12) and April 19 (pg.18), 2017 in Diário do Comércio (local edition), under article 124 of 6.404/76 Law. Reading documents: the reading of the documents related to the Agenda of these General Meetings was waived since those documents are fully known by all present Shareholders. Summarized minutes: The condensed written of the minutes and its disclosure without signatures, was authorized as allowed by Article 130 of Brazilian Corporate Law 6.404/76. I ORDINARY SHAREHOLDERS MEETING Agenda: (1) To acknowledge the management's accounts and to approve the Management Report and the 2016 Company's Financial Statements; (2) To approve the proposal for the allocation of 2016 net income and dividends payment; (3) To deliberate on the number of members that will make up the Board of Directors; (4) To elect the members of the Board of Directors and (5) To establish on the Management s global annual compensation. Decisions: (1) Approved, by majority of the votes, the Management accounts, the Management Report and the Financial Statements of the Company, together with the Independent Auditors Report, regarding the year ended on December 31, 2016, duly published in the Diário Oficial do Estado

2 de Minas Gerais on February 16, 2017 (pages 2 to 13) and in the Diário do Comércio on February 16, 2017 (pages 9 to 18). (2) Approved, by majority of the votes, the Management s proposal of destination of the net income of the year ended on December 31, 2016, and dividend distribution to the shareholders, in the terms proposed by the Management: (i) approved the legal reserve constitution in the amount of R$20,465,771.84, which correspond to 5% of the net income of the year; (ii) Ratified the resolutions of the Board of Directors meetings held on March 17, June 23, September 29 and December 15, 2016 approving the payment of interest on equity totaling R$ 151,955,886.39, being R$130,428, net of withholding income tax, which represents more than the mandatory dividend distribution of 25%, reason why the Management does not have any 2016 complementary dividend proposal; and, (iii) approved the net income retention, in order to maintain resources for fleet renewal in 2017 in the amount of R$236,893,778.51, referring to the remaining balance of the 2016 net income, after deducting the legal reserve and distribution of interest on capital, in accordance with item "g" of paragraph 2 of Article 24 of the Company's Bylaws, supported by capital budget. (3) Approved, by majority of the votes, the election of 8 members that will make up the Company s Board of Directors. (4) Approved, by majority of the votes, the election of the following members of the Company s Board of Directors, all with term, until the Ordinary Shareholders Meeting of Jose Salim Mattar Junior, Brazilian, married, businessman RG n. M , issued by SSP/MG, and CPF n , based at Av. Bernardo Monteiro, n.º 1.563, CEP: , City of Belo Horizonte, State of Minas Gerais, as Chairman of the Board of Directors; 4.2 Antonio Claudio Brandão Resende, Brazilian, married, businessman, RG n. M , issued by SSP/MG, and CPF n , based at Av. Bernardo Monteiro, n.º 1.563, CEP: , City of Belo Horizonte, State of Minas Gerais, as Vice President of the Board of Directors; 4.3 Eugenio Pacelli Mattar, Brazilian, married, businessman, RG n. MG 4.491, issued by SSP/MG, and CPF n , based at Av. Bernardo Monteiro, n.º 1.563, CEP: , City of Belo Horizonte, State of Minas Gerais, as a member of the Board of Directors; 4.4 Flavio Brandão Resende, Brazilian, single, businessman, RG n. M 4.661, issued by SSP/MG, and CPF n , based at Av. Bernardo Monteiro, n.º 1.563, CEP: , City of Belo Horizonte, State of Minas Gerais, as a member of the Board of Directors; 4.5 Maria Leticia de Freitas Costa, Brazilian, single, engineer, RG n issued by SSP/SP, CPF n , based at Av. Bernardo Monteiro, n.º 1.563, CEP: , City of Belo Horizonte, State of Minas Gerais, as Independent member of the Board; 4.6 José Galló, Brazilian, married, businessman, RG n , CPF , based at Av. Bernardo Monteiro, n.º 1.563, CEP: , City of Belo Horizonte, State of Minas Gerais, as Independent member of the Board; 2

3 4.7 Oscar de Paula Bernardes Neto, Brazilian, married, chemical engineer, RG n , issued by SSP/SP, CPF n , based at Av. Bernardo Monteiro, n.º 1.563, CEP: , City of Belo Horizonte, State of Minas Gerais, as Independent member of the Board; and 4.8 Stefano Bonfiglio, Italian, married, economist, Passport n. YA , based at Av. Bernardo Monteiro, n.º 1.563, CEP: , City of Belo Horizonte, State of Minas Gerais, as Independent member of the Board. The elected Members of the Board will be invested in their position through the signature of: (i) the respective terms of investiture, in the Board of Directors Minutes Book, pursuant to Article 149 of Law 6.404/76; (ii) the Declaração de Desimpedimento provided for in CVM Instruction 367/2002 and (iii) the Consent Agreement, to the rules of the Participation Agreement in NOVO MERCADO signed by the Company and the NOVO MERCADO Listing Rules of the BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros. 5 Approved, by majority of the votes, the Management s global compensation in the total amount of R$42,000, for 2017 financial year, being hereby also authorized the payment of compensation to the Directors for the period from January to April 2018, under the same terms as in 2017, limited to a maximum of 1/3 of this overall compensation, for said period. II EXTRAORDINARY SHAREHOLDERS MEETING Agenda: (1) To approve the capital increase, through the capitalization of the earnings reserve, due the bonus shares; and (2) To consolidate the changes of the item 1 of the Company s Bylaws. Deliberations: (1) Approved, by majority of the votes, an increase of R$523,292, (five hundred twentythree million, two hundred ninety two thousand Reais) in the subscribed and paid in capital, which will increase from R$976,708, (nine hundred seventy six million, seven hundred eight thousand Reais) to R$1,500,000,000.00, (one billion, five hundred million Reais) through the capitalization of part of the balance in the Company's Statutory Reserve, which will be called the Investment Reserve, with the emission of 10,589,670 (ten million, five hundred and eighty nine thousand, six hundred and seventy) new common shares, with no nominal value, to be distributed to the shareholders, as bonus in the proportion of 1 (one) new share for each 20 (twenty) shares, and the shares held in treasury will also receive the bonus, as well as the stock option programs will be adjusted in that proportion. The new shares issued will be distributed, at no cost and will benefit in the proportion of each shareholder holding position in May 2, In this way, the amount of the Company s common shares will increase from 211,793,400 (two hundred and eleven million, seven hundred and ninety three thousand and four hundred) to 222,383,070 (two hundred twentytwo million, three hundred and eighty three thousand and seventy) shares. As of May 3, 2017, the shares will be negotiated ex bonus. The stock bonus will be incorporated into the shareholders' position on May 8, 2017 and will be available on May 9, They will have the same rights conferred by the Company's Bylaws and applicable 3

4 legislation, to existing shares, including dividends and / or interest on capital that may be declared after the credit of the stock bonus. The aforementioned dates will depend on validation with BM&FBOVESPA, and any changes in the predicted dates disclosed will be communicated to shareholders through Notice to the Market. The bonus will always occur in integers, so that, according to article 169, paragraph 3 of Law 6,404 / 76, the remaining fractions from the stock bonus will be sold at BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros (BM&FBOVESPA) and the net amount will be made available to shareholders that eventually hold fractions. If necessary, the Company will inform in due further details of the said procedure, through a Notice to the Market. The bonus will be extended simultaneously and in the same proportion to the American Depositary Receipts (ADR) traded on the U.S. over thecounter market (OTCQX). In the same proportion of the stock bonus proposed herein, so that the Company is authorized to increase the capital stock, regardless of statutory amendment, up to the limit of 270,851,175 (two hundred and seventy million, eight hundred fifty one thousand, one hundred and seventy five) common shares. (2) Approved, by majority of the votes, the propose of consolidation of the Company s Bylaws, reflecting the change approved in item 1. With the amendments approved, the captions of Articles 5 and 6 of the Bylaws, which have changes in their content, are now stated as follows: CHAPTER II CAPITAL AND SHARES Article 5. The capital stock subscribed and paid up is R$1,500,000, (one billion, five hundred million reais) divided into 222,383,070 (two hundred twenty two million, three hundred eighty three thousand and seventy) common shares, all registered, and without par value. Article 6. The Company is authorized to increase its capital stock up to the limit of 270,851,175 (two hundred and seventy million, eight hundred and fifty one thousand, one hundred and seventy five) registered common shares, regardless of any amendment to the Bylaws, and up to another 48,468,105 (forty eight million, four hundred and sixty eight thousand, one hundred and five) registered common shares may be issued. The consolidated Bylaws will be registered as a subsection to these Minutes. Closure: The President offered the floor to whoever wanted to make use of it, and, as there was no manifestation, he closed the meeting, drawing up these minutes which, after being reed and found in compliance, were signed by those attending the meeting. Instatement: Belo Horizonte, April 25,

5 José Salim Mattar Júnior President Roberto Antônio Mendes Secretary Present Shareholders: JOSÉ SALIM MATTAR JÚNIOR EUGENIO PACELLI MATTAR ANTÔNIO CLÁUDIO BRANDÃO RESENDE FLÁVIO BRANDÃO RESENDE VOTE BY REMOTE VOTING FORM NEO NAVITAS MASTER FIA CARNEGGIE LLC 3M EMPLOYEE RETIREMENT INCOME PLAN TRUST ADVISER MANAGED TRUST TACTICAL OFFENSIVE EQUITY FUND AGF EMERGING MARKETS FUND AGF EMERGING MARKETS POOLED FUND ALLIANCEBERNSTEIN DELAWARE BUSINESS TRUST A I ALL C P S AMG SOUTHERNSUN GLOBAL OPPORTUNITIES FUND AQUILA EMERGING MARKETS FUND ARIZONA PSPRS TRUST BLACKROCK ASSET MANAGEMENT SCHWEIZ AG ON B OF BIFS E M E I F BLACKROCK GLOBAL INDEX FUNDS BNY MELLON TR DEP UK LIMITED AS T OF BEME TRACKER FUND BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMER CHANG HWA COM BK LTD IN ITS CAP AS M CUST OF P LAT A EQ FD CITI RETIREMENT SAVINGS PLAN COMMONWEALTH BANK GROUP SUPER CONSULTING GROUP CAPITAL MKTS FUNDS EMER MARKETS EQUITY FUND COPPER ROCK EMERGING MARKETS SMALL CAP EQUITY FUND COUNTY EMPLOYEES ANNUITY AND B DEUTSCHE X TRACKERS MSCI BRAZIL HEDGED EQUITY ETF DEUTSCHE X TRACKERS FTSE EMERGING COMPREHENSIVE FACTOR ETF E V INTER IRL F PLC E V INTER IRL P EMERGING M CORE F EATON VANCE COLLECTIVE INVESTM EATON VANCE INT IR F PLC EATON V INT IR PAR EM MKT FUND EMERGING MARKETS EQUITY ESG SCREENED FUND B EMERGING MARKETS EQUITY GROUP TRUST 5

6 EMERGING MARKETS MANAGED ACCOUNTS PUBLIC LIMITED COMPANY EUROPEAN EXCHANGE TRADED FD CO EXCEL LATIN AMERICA FUND FAMA SMALL MID CAPS MASTER FIA FEBE VALOR FUNDO DE INVESTIMENTO EM ACOES FEDERATED INTERNATIONAL SMALL MID COMPANY FUND FIDELITY COMMON CONTRACTUAL FUND FIDELITY SALEM STREET T: FIDELITY TOTAL INTE INDEX FUND FLORIDA RET SYSTEM TRUST FUND GENERAL CONF CORP OF SEVENTH DAY ADVENTIST GMI INVESTMENT TRUST GMO TRUST ON BEHALF OF GMO EM GOLDMAN SACHS FUNDS II GOLDMAN SACHS GMS EMERGING MARKETS GOVERNMENT INSTITUTIONS PENSION FUND HARMONY OVERSEAS EQUITY POOL HARTFORD INTERNATIONAL CAPITAL APPRECIATION FUND HEWLETT PACKARD COMPANY MASTER TRUST HOSKING PARTNERS COLLECTIVE INVESTMENT TRUST HOSTPLUS POOLED SUPERANNUATION TRUST INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST INTERNATIONAL MONETARY FUND INVESCO FUNDS INVESCO FUNDS SERIE 5 INVESCO GLOBAL SMALL CAP EQUITY FUND INVESCO PERPETUAL GLOBAL EMERGING MARKETS FUND INVESCO PERPETUAL GLOBAL SMALLER COMPANIES FUND INVESCO PERPETUAL LATIN AMERICAN FUND INVESTERINGSFORENINGEN NYKREDIT INVEST ENGROS GLOBAL DIVERS INVESTORS WHOLESALE EMERGING MARKETS EQUITIES TRUST IRISH LIFE ASSURANCE PLC IRONBARK COPPER ROCK EMERGING MARKETS OPPORTUNITIES FUND ISHARES CORE MSCI EMERGING MARKETS ETF ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF ISHARES MSCI BRAZIL UCITS ETF ACC ISHARES MSCI EM ESG OPTIMIZED ETF ISHARES PUBLIC LIMITED COMPANY ISHARES V PUBLIC LIMITED COMPANY JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST B KAPITALFORENINGEN INVESTIN PRO GLOBAL EQUITIES I LAZARD EMERGING MARKETS FUND LAZARD EMERGING MARKETS INSTITUTIONAL TRUST LAZARD EMERGING MARKETS MULTI STRATEGY PORTFOLIO LAZARD GLOBAL ACTIVE FUNDS PLC LAZARD WILMINGTON COLLECTIVE TRUST LEGAL AND GENERAL ASSURANCE (PENSI LEGAL GENERAL COLLECTIVE INVESTMENT TRUST LEGG MASON EMERGING MARKETS DIVERSIFIED CORE ETF LIBERTY ERMITAGE FUNDS LIMITED MARYLAND STATE RETIREMENT & PE MDPIM EMERGING MARKETS EQUITY POOL MFS BLENDED RESEARCH EMERGING MARKETS EQUITY FUND MFS HERITAGE TRUST COMPANY COLLECTIVE INVESTMENT TRUST MFS MERIDIAN FUNDS LATIN AMERICAN EQUITY FUND MM SELECT EQUITY ASSET FUND 6

7 NATIONAL RAILROAD RETIREMENT INVESTMENT TRUST NIKKOCITI T A B C RE: I E STOC OHIO NATIONAL FUND,INC ONTARIO PENSION BOARD PENSIONDANMARK PENSIONSFORSIKRINGSAKTIESELSKAB G A VII PICTET FUNDS S.A RE PI CH EMERGING MARKETS TRACKER PIMCO RAE FUNDAMENTAL EMERGING MARKETS FUND LLC PINEBRIDGE LATIN AMERICA FUND PRINCIPAL FUNDS INC. ORIGIN EMERGING MARKETS FUND PRUDENTIAL TRUST COMPANY QUISSETT PARTNERS LP RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY SACRAMENTO COUNTY EMPLOYEES RETIREMENT SYSTEM ST LT DEP SCOTTISH WIDOWS TRKS EMG MKT FUN ST LT DEP SCOTTISH WIDOWS TRKS LAT AMR FUN ST. JAMES S PLACE GLOBAL EQUITY UNIT TRUST STATE GENERAL RESERVES FUND STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV SSGA ENHANCE STE STREET TRUS LTD ATF SWIP CAP TRUS STICHTING PGGM DEPOSITARY STICHTING PHILIPS PENSIOENFONDS THE BOARD OF.A.C.E.R.S.LOS ANGELES CALIFORNIA THE CHICAGO PUB.SCHOOL TEACHER THE GENERAL MOTORS CANADIAN HOURLY RATE EMPLOYEES PENSION PL THE GOVERNMENT OF HIS M THE S AND Y D P OF BRUNEI DARUSSALAM THE JAMES IRVINE FOUNDATION THE METHODIST HOSPITAL THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE THE REGENTS OF THE UNIVERSITY OF CALIFORNIA THE TEXAS EDUCATION AGENCY TOTAL INTERNATIONAL EX U.S. I MASTER PORT OF MASTER INV PORT TOUCHSTONE EMERGING MARKETS EQUITY FUND VALIC COMPANY II INTERNATIONAL OPPORTUNITIES FUND VFMC INTERNATIONAL EQUITY TRUST 1 VFMC INTERNATIONAL EQUITY TRUST 2 VICTORIAN SUPERANNUATION FUND WELL MANAG FUNDS (LUXEMBOURG) WELLINGTON US EQ LS FUND WELL MGT FUNDS LUXEMBOURG WELL GLOB SEL CAP APPR EQU FD WELLINGTON MANAGEMENT FUNDS IRELAND PLC WELLINGTON TRUST COMPANY N.A. WILLIAM BL EM MARK GROWTH FUND WILLIAM BL INT SM CAP GR FUND WILLIAM BLAIR COLLECTIVE INVESTMENT TRUST WILLIAM BLAIR EMERGING MARKETS SMALL CAP GROWTH FUND WILLIAM BLAIR SICAV WISDOMTREE ISSUER PUBLIC LIMITED COMPANY WM POOL EQUITIES TRUST NO. 72 WORLD INVESTMENT OPPORTUNITIES FUND LATIN AMERICA PERFORMA M SQUARE ALÍSIO FIA M SQUARE BRAZIL VALUE LONG ONLY FUND II LLC 7

8 MBV FIA M SQUARE AÇÕES CSHG MASTER FIA M SQUARE AÇÕES CSHG MASTER INSTITUCIONAL FIA NATO FIA INVESTIMENTO NO EXTERIOR YALE UNIVERSITY BY PROXY: Roberto Antônio Mendes AUDANCE FUNDO DE INSTIMENTO EM AÇÕES BTG PACTUAL ABSOLUTO INSTITUCIONAL MASTER FUNDO DE INVESTIMENTO DE AÇÕES BTG PACTUAL ABSOLUTO LS MASTER FUNDO DE INVESTIMENTO DE AÇÕES BTG PACTUAL ABSOLUTO MASTER FUNDO DE INVESTIMENTO DE AÇÕES BTG PACTUAL ABSOLUTO PREVIDENCIA FIA BTG PACTUAL ANDROMEDA FIA BTG PACTUAL EQUITY HEDGE FUNDO DE INVESTIMENTO MULTIMERCADO BTG PACTUAL GLOBAL MASTER FIM CP IE BTG PACTUAL HEDGE FUNDO DE INVESTIMENTO MULTIMERCADO BTG PACTUAL HEDGE PLUS FUNDO DE INVESTIMENTO MULTIMERCADO BTG PACTUAL ICATU SEG SELECT PREVIDENCIA MULTIMERCADO FUNDO DE INVESTIMENTO PREVIDENCIARIO BTG PACTUAL MULTI AÇÕES FUNDO DE INVESTIMENTO DE AÇÕES BTG PACTUAL MULTI MANAGER BBDC FUNDO DE INVESTIMENTO MULTIMERCADO BTG PACTUAL MULTISTRATEGIES ADVANCED FUNDO DE INVESTIMENTO MULTIMERCADO BTG PACTUAL MULTISTRATEGIES ADVANCED PLUS FIM BTG PACTUAL PENSION MULTIMERCADO FUNDO DE INVESTIMENTO PREVIDENCIARIO BTG PACTUAL PENSION FUNDO DE INVESTIMENTO DE AÇÕES PREVIDENCIARIO FUNDO DE INVESTIMENTO MULTIMERCADO PREV 1 FIA AMIS GERDAU PREVIDENCIA FIA 5 CAIXA FI BTG PACTUAL X 10 MM LP BY PROXY: Roberto Antônio Mendes ABERDEEN BRASIL EQUITY FUNDO DE INVESTIMENTO AÇOES ABERDEEN GLOBAL BRAZIL EQUITY FUND ABERDEEN GLOBAL EMERGING MARKETS INFRASTRUCTURE EQUITY FUND ABERDEEN GLOBAL EMERGING MARKETS SMALLER COMPANIES FUND ABERDEEN GLOBAL LATIN AMERICAN EQUITY FUND ABERDEEN LATIN AMERICAN INCOME FUND LLC ASSOCIATION DE BIENFAISANCE ET DE RETRAITE DES POLICIERS ET POLICIERES DE LA VILLE DE MONTREAL CANADA POST CORPORATION REGISTERED PENSION PLAN COMGEST GROWTH PLC MATIGNON GLOBAL ACTIONS EMERGENTES THE ROYAL BANK OF SCOTLAND PLC AS DEPOSITARY OF ABERDEEN LATIN AMERICAN EQUITY FUND ALLIANZ EQUITY EMERGING MARKETS 1 MAGELLAN AB SICAV I EMERGING CONSUMER PORTFOLIO ABBEY LIFE PENSIONS MANAGED FUND ABBEY PENSION INTERNATIONAL FUND ABERDEEN EMERGING MARKETS SMALLER COMPANY OPPORTUNITIES FUND, INC. ABERDEEN INSTITUTIONAL COMMINGLED FUNDS, LLC ABERDEEN INVESTMENT FUNDS ICVC III ABERDEEN GLOBAL EMERGING MARKETS QUANTITATIVE EQUITY FUND ABERDEEN LATIN AMERICA EQUITY FUND, INC. 8

9 ADVANCED SERIES TRUST AST GOLDMAN SACHS MULTI ASSET PORTFOLIO ADVANCED SERIES TRUST AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO ADVANCED SERIES TRUST AST PRUDENTIAL GROWTH ALLOCATION PORTFOLIO ADVANCED SERIES TRUST AST QMA EMERGING MARKETS EQUITY PORTFOLIO ADVANCED SERIES TRUST: AST WELLINGTON MANAGEMENT HEDGED EQUITY PORTFOLIO ALASKA PERMANENT FUND ARIZONA PSPRS TRUST AT&T UNION WELFARE BENEFIT TRUST AUSTRALIA POST SUPERANNUATION SCHEME AXA WORLD FUNDS FRAMLINGTON EMERGING MARKETS AXIOM INVESTORS COLLECTIVE INVESTMENT TRUST BELLSOUTH CORPORATION RFA VEBA TRUST BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. BMO MSCI EMERGING MARKETS INDEX ETF BMO PRIVATE EMERGING MARKETS EQUITY PORTFOLIO BNY MELLON FUNDS TRUST BNY MELLON EMERGING MARKETS FUND BP PENSION FUND CADMOS FUND MANAGEMENT GUILE EMERGING MARKETS ENGAGEMENT FUND CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CASEY FAMILY PROGRAMS CF DV EMERGING MARKETS STOCK INDEX FUND CHANG HWA COMMERCIAL BANK, LTD., IN ITS CAPACITY AS MASTER CUSTODIAN OF NOMURA BRAZIL FUND CIBC EMERGING MARKETS INDEX FUND CITY OF NEW YORK GROUP TRUST COLLEGE RETIREMENT EQUITIES FUND COMMONFUND EM QUANTITATIVE FOCUS FUND, LLC COMMONWEALTH SUPERANNUATION CORPORATION COMPASS EMP EMERGING MARKET 500 VOLATILITY WEIGHTED INDEX ETF DEUTSCHE X TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF DIVERSIFIED MARKETS (2010) POOLED FUND TRUST DREYFUS OPPORTUNITY FUNDS DREYFUS STRATEGIC BETA EMERGING MARKETS EQUITY FUND EATON VANCE MANAGEMENT EATON VANCE TRUST COMPANY COMMON TRUST FUND PARAMETRIC STRUCTURED EMERGING MARKETS EQUITY COMMON TRUST FUND EMERGING MARKETS EQUITY INDEX MASTER FUND EMERGING MARKETS EQUITY INDEX PLUS FUND EMERGING MARKETS EX CONTROVERSIAL WEAPONS EQUITY INDEX FUND B EMERGING MARKETS INDEX NON LENDABLE FUND EMERGING MARKETS INDEX NON LENDABLE FUND B EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII ENVIRONMENT AGENCY ACTIVE PENSION FUND EVTC CIT FOF EBP EVTC PARAMETRIC SEM CORE EQUITY FUND TR FIAM GLOBAL EX U.S. INDEX FUND, LP FIDELITY EMERGING MARKETS EQUITY INVESTMENT TRUST FIDELITY INVESTMENT TRUST: FIDELITY EMERGING MARKETS DISCOVERY FUND FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARKETS FUND FIDELITY INVESTMENT TRUST: FIDELITY TOTAL EMERGING MARKETS FUND FIDELITY INVESTMENT TRUST: LATIN AMERICA FUND FIDELITY SALEM STREET TRUST: FIDELITY EMERGING MARKETS INDEX FUND FIDELITY SALEM STREET TRUST: FIDELITY GLOBAL EX U.S. INDEX FUND FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING MARKETS INDEX FUND FIDELITY SALEM STREET TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND 9

10 FIDELITY SALEM STREET TRUST: SPARTAN TOTAL INTERNATIONAL INDEX FUND FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST FSS EMERGING MARKET EQUITY TRUST FUNDPARTNER SOLUTIONS (SUISSE) SA CAPACITY FONDS INSTITUTIONNEL ACTIONS EMERGENTES FUTURE FUND BOARD OF GUARDIANS GARD COMMON CONTRACTUAL FUND GE INVESTMENTS FUNDS, INC. GLOBAL X BRAZIL CONSUMER ETF GLOBAL X BRAZIL MID CAP ETF GMAM GROUP PENSION TRUST II GMAM INVESTMENT FUNDS TRUST GOLDMAN SACHS TRUST II GOLDMAN SACHS MULTI MANAGER GLOBAL EQUITY FUND GOLDMAN SACHS TRUST II GOLDMAN SACHS MULTI MANAGER GLOBAL EQUITY FUND GOVERNMENT EMPLOYEES SUPERANNUATION BOARD HARTFORD EMERGING MARKETS EQUITY FUND HOWARD HUGHES MEDICAL INSTITUTE IBM 401(K) PLUS PLAN IBM DIVERSIFIED GLOBAL EQUITY FUND INTERNATIONAL BANK FOR RECONSTRUCTION AND DEVELOPMENT, A T F S R P A T/RET STAFF BEN PLAN AND TRUST INTERNATIONAL EQUITY FUND INVESCO INTERNATIONAL COMPANIES FUND ISHARES III PUBLIC LIMITED COMPANY ISHARES IV PUBLIC LIMITED COMPANY ISHARES MSCI BRAZIL CAPPED ETF ISHARES MSCI BRIC ETF ISHARES MSCI EMERGING MARKETS ETF ITAÚ FUNDS LATIN AMERICA EQUITY FUND JAPAN TRUSTEE SERVICES BANK, LTD. RE: RTB DAIWA LATIN AMERICA EQUITY FUND JAPAN TRUSTEE SERVICES BANK, LTD. RE: RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND JAPAN TRUSTEE SERVICES BANK, LTD. RE: STB DAIWA BRAZIL INFRASTRUCTURE EQUITY MOTHER FUND JAPAN TRUSTEE SERVICES BANK, LTD. SMTB EMERGING EQUITY MOTHER FUND JNL/LAZARD EMERGING MARKETS FUND JNL/OPPENHEIMER EMERGING MARKETS INNOVATOR FUND JOHN HANCOCK FUNDS II INTERNATIONAL STRATEGIC EQUITY ALLOCATION FUND JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND JOHN HANCOCK SEAPORT FUND KBI DST EMERGING MARKET ESG FUND LACM EMERGING MARKETS FUND L.P. LAZARD ASSET MANAGEMENT LLC LAZARD EMERGING MARKETS EQUITY BLEND PORTFOLIO LAZARD EMERGING MARKETS EQUITY FUND LAZARD EMERGING MARKETS MULTI STRATEGY PORTFOLIO LAZARD RETIREMENT EMERGING MARKETS PORTFOLIO OF THE LAZARD RETIREMENT SERIES, INC LEGAL & GENERAL GLOBAL EMERGING MARKETS INDEX FUND LEGAL & GENERAL GLOBAL EQUITY INDEX FUND LEGAL & GENERAL INTERNATIONAL INDEX TRUST LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED LEGG MASON GLOBAL FUNDS PLC LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST MANAGED PENSION FUNDS LIMITED MERCER EMERGING MARKETS EQUITY FUND MERCER QIF FUND PLC MERCER QIF FUND PLC NATIONAL COUNCIL FOR SOCIAL SECURITY FUND 10

11 NATIONAL COUNCIL FOR SOCIAL SECURITY FUND NATIONAL ELEVATOR INDUSTRY PENSION PLAN NAV CANADA PENSION PLAN NEW YORK STATE TEACHERS RETIREMENT SYSTEM NEW ZEALAND SUPERANNUATION FUND NORGES BANK NORTHERN EMERGING MARKETS EQUITY INDEX FUND NORTHERN TRUST INVESTMENT FUNDS PLC NORTHERN TRUST UCITS FGR FUND NTGI QM COMMON DAILY ALL COUNTRY WORLD EX US EQUITY INDEX FUND LENDING NTGI QM COMMON DAILY ALL COUNTRY WORLD EX US INVESTABLE MARKET INDEX FUND LENDING NTGI QM COMMON DAILY EMERGING MARKETS EQUITY INDEX FUND LENDING NTGI QM COMMON DAILY EMERGINGMARKETS EQUITY INDEX FUND NON LENDING NTGI QUANTITATIVE MANAGEMENT COLLECTIVE FUNDS TRUST OPPENHEIMER GLOBAL ESG REVENUE ETF OREGON PUBLIC EMPLOYEES RETIREMENT SYSTEM PANAGORA DIVERSIFIED RISK MULTI ASSET FUND, LTD PANAGORA RISK PARITY MULTI ASSET MASTER FUND, LTD PARAMETRIC EMERGING MARKETS CORE PARAMETRIC EMERGING MARKETS FUND PARAMETRIC TAX MANAGED EMERGING MARKETS FUND PEAR TREE PANAGORA RISK PARITY EMERGING MARKETS FUND PEOPLES BANK OF CHINA PICTET EMERGING MARKETS INDEX PICTET EMERGING MARKETS SUSTAINABLE EQUITIES PICTET GLOBAL SELECTION FUND GLOBAL GROWING MARKET FUND PIMCO EQUITY SERIES: PIMCO RAE FUNDAMENTAL EMERGING MARKETS FUND PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC POWERSHARES DWA EMERGING MARKETS TECHNICAL LEADERS PORTFOLIO PRUDENTIAL INVESTMENT PORTFOLIOS 2 PRUDENTIAL QMA EMERGING MARKETS EQUITY FUND PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPPI PUBLIC SECTOR PENSION INVESTMENT BOARD PYRAMIS EMERGING MARKETS EQUITY SMALL CAP COMMINGLED POOL PYRAMIS EMERGING MARKETS EQUITY TRUST PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS: PYRAMIS SELECT INTERNATIONAL SMALL CAP PLUS COMMINGLED POOL QS INVESTORS DBI GLOBAL EMERGING MARKETS EQUITY FUND LP RAILWAYS PENSION TRUSTEE COMPANY LIMITED RETAIL EMPLOYEES SUPERANNUATION PTY LIMITED SANOFI AVENTIS US PENSION TRUST SCHWAB EMERGING MARKETS EQUITY ETF SCRI ROBECO CUSTOMIZED QUANT EMERGING MARKETS FONDS SCRI ROBECO INSTITUTIONEEL EMERGING MARKETS QUANT FONDS SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF SPDR S&P EMERGING LATIN AMERICA ETF SSGA MSCI ACWI EX USA INDEX NON LENDING DAILY TRUST SSGA SPDR ETFS EUROPE I PLC STATE OF CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS STATE OF MINNESOTA STATE EMPLOYEES RETIREMENT PLAN STATE OF NEW JERSEY COMMON PENSION FUND D STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS STATE STREET EMERGING MARKETS ENHANCED NON LENDING COMMON TRUST FUND STATE STREET EMERGING MARKETS EQUITY INDEX FUND 11

12 STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV SSGA ENHANCED EMERGING MARKETS EQUITY FUND STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV STATE STREET GLOBAL EMERGING MARKETS INDEX EQUITY FUND STATE STREET GLOBAL EQUITY EX US INDEX PORTFOLIO STATE STREET IRELAND UNIT TRUST STATE STREET MSCI ACWI EX USA IMI SCREENED NON LENDING COMMON TRUST FUND STATE STREET MSCI BRAZIL INDEX NON LENDING COMMON TRUST FUND STATE STREET RUSSELL RAFI GLOBAL EX U.S. INDEX NON LENDING COMMON TRUST FUND STATE STREET TRT LTD AS DEP FOR SCOTTISH WID TRA AND SPECIALIST INV FDS ICVC EMERGING MARKETS FUND STATE STREET TRT LTD AS DEP FOR SCOTTISH WID TRA AND SPECIALIST INV FDS ICVC LATIN AMERICAN FUND STATE STREET TRUSTEES LIMITED ATF ABERDEEN CAPITAL TRUST STICHTING BEDRIJFSTAKPENSIOENFONDS VOOR HET BEROEPSVERVOER OVER DE WEG STICHTING F&C MULTI MANAGER EMERGING EQUITY ACTIVE STICHTING F&C MULTI MANAGER EMERGING EQUITY ACTIVE SUNSUPER SUPERANNUATION FUND SUNSUPER SUPERANNUATION FUND TEACHER RETIREMENT SYSTEM OF TEXAS TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS THE BANK OF NEW YORK MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN THE BOARD OF ADMINISTRATION OF THE LOS ANGELES CITY EMPLOYEES' RETIREMENT SYSTEM THE BOEING COMPANY EMPLOYEE SAVINGS PLANS MASTER TRUST THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM THE GOVERNMENT OF THE PROVINCE OF ALBERTA THE HONEYWELL INTERNATIONAL INC. MASTER RETIREMENT TRUST THE LAZARD FUNDS INC THE MASTER TRUST BANK OF JAPAN, LTD AS TRUSTEE OF DAIWA BRAZIL STOCK OPEN RIO WIND THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR HSBC BRAZIL INFRASTRUCTURE EQUITY MOTHER FUND THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF NIKKO BRAZIL EQUITY MOTHER FUND THE MONETARY AUTHORITY OF SINGAPORE THE NOMURA TRUST AND BANKING CO., LTD. RE: INTERNATIONAL EMERGING STOCK INDEX MSCI EMERGING NO HEDGE MOTHER FUND THE NOMURA TRUST AND BANKING CO., LTD. RE: NIPPON COMGEST EMERGING MARKETS MOTHER FUND THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD THE ROCKEFELLER FOUNDATION THE SEVENTH SWEDISH NATIONAL PENSION FUND AP 7 EQUITY FUND THE TIFF KEYSTONE FUND, L.P. THE WALT DISNEY COMPANY RETIREMENT PLAN MASTER TRUST TIAA CREF FUNDS TIAA CREF EMERGING MARKETS EQUITY FUND TIAA CREF FUNDS TIAA CREF EMERGING MARKETS EQUITY INDEX FUND TIFF MULTI ASSET FUND TOUCHSTONE EMERGING MARKETS SMALL CAP FUND TRUST & CUSTODY SERVICES BANK, LTD. AS TRUSTEE FOR COMGEST EMERGING EQUITY FUND TRUST & CUSTODY SERVICES BANK, LTD. RE: EMERGING EQUITY PASSIVE MOTHER FUND TRUST & CUSTODY SERVICES BANK, LTD.RE: BRAZIL INFRASTRUCTURE EQUITY FUND UNITED NATIONS RELIEF AND WORKS AGENCY FOR PALESTINE REFUGEES IN THE NEAR EAST UPS GROUP TRUST USAA EMERGING MARKETS FUND UTAH STATE RETIREMENT SYSTEMS VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD FTSE ALL WORLD EX US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD INVESTMENT SERIES PLC VANGUARD INVESTMENTS FUNDS ICVC VANGUARD FTSE GLOBAL ALL CAP INDEX FUND VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS VKF INVESTMENTS LTD 12

13 VOYA EMERGING MARKETS INDEX PORTFOLIO WASHINGTON STATE INVESTMENT BOARD WELLS FARGO ALTERNATIVE STRATEGIES FUND WELLS FARGO BANK DECLARATION OF TRUST ESTABLISHING INVESTMENT FUNDS FOR EMPLOYEE BENEFIT TRUSTS WILLIAM BLAIR SICAV WISDOMTREE EMERGING MARKETS DIVIDEND FUND WISDOMTREE EMERGING MARKETS EX STATE OWNED ENTERPRISES FUND WISDOMTREE EMERGING MARKETS QUALITY DIVIDEND GROWTH FUND WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND WISDOMTREE GLOBAL EX U.S. QUALITY DIVIDEND GROWTH FUND WMC GEM SYSTEMATIC EQUITY FUND BEST INVESTMENT CORPORATION BEST INVESTMENT CORPORATION TORDESILLAS LATIN AMERICA TRADING LLC FIDELITY ACTIVE STRATEGY SICAV FIL GENESIS LIMITED OPPENHEIMERFUNDS ICAV/O E M I U F STICHTING JURIDISCH EIGENAAR ACTIAM BELEGGINGSFONDSEN AQR FUNDS AQR EMERGING DEFENSIVE STYLE FUND AQR FUNDS AQR EMERGING MOMENTUM STYLE FUND BUREAU OF LABOR FUNDS LABOR PENSION FUND FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND FIDELITY INVESTMENTS MONEY MANAGEMENT INC. FRANKLIN TEMPLETON INVESTMENT FUNDS JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND JP MORGAN CHASE RETIREMENT PLAN NEW YORK STATE COMMON RETIREMENT FUND NORTHERN TRUST FIDUCIARY SERVICES (GUERNSEY) LIMITED AS TRUSTEE OF THE SAUDI ARAMCO SEVERANCE, RETIREE MEDICAL AND RETIREMENT BENEFITS FUND TRUST OPPENHEIMER EMERGING MARKETS INNOVATORS FUND PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO STICHTING PENSIOENFONDS VOOR HUISARTSEN T. ROWE PRICE GLOBAL INDUSTRIALS FUND T.ROWE PRICE INTERNATIONAL FUNDS: T.ROWE PRICE LATIN AMERICA FUND THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST THE CHURCH COMMISSIONERS FOR ENGLAND THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS BY PROXY: Daniel Alves Ferreira 13