CELULOSE IRANI S.A. CNPJ NR / NIRE Nº PUBLIC LISTED COMPANY

Transcription

1 CELULOSE IRANI S.A. CNPJ NR / NIRE Nº PUBLIC LISTED COMPANY MINUTES OF THE EXTRAORDINARY GENERAL MEETING, HELD ON OCTOBER 16, DATE, TIME AND PLACE: Held on October 16, 2013, at 11:00 AM, at the headquarters of the Celulose Irani S.A. ("Company"), located at Rua General João Manoel, 157, 17 andar, city of Porto Alegre, State of Rio Grande do Sul, CEP ATTENDANCE: Shareholders representing over 2/3 (two thirds) of the voting capital stock, according to the signatures contained in the Shareholders Attendance Corporate Book. 3. CONVOCATION: Convened upon a publication of Summons, in the newspapers Valor Econômico, Official Gazette of the State of Rio Grande do Sul and Jornal do Comércio of Rio Grande do Sul, in the editions of days 01, 02 and 03 of October, BOARD: The proceedings were chaired by Mr. Péricles de Freitas Druck and assisted by Mr. Péricles Pereira Druck. 5. AGENDA: (i) To deliberate on the increase of the share capital of the Company from R$ 103, to R$ 116, , corresponding to an increase in the value of R$ 12, , by issuing, for private subscription, 4, common shares without par value, for the issuance price per share of R$ ; (ii) to be conscious and to ratify the appointment made by the Directors of the Company and of Wave Participações S.A, of the independent evaluation company Nardon, Nasi- Auditores Independentes S/S, responsible for performing the evaluation of patrimony represented by the shares of Wave Participações S.A. to be assigned to the share capital of the Company; (iii) to appraise and to deliberate about the appraisal report referred to in item (ii) above. (iv) to deliberate on the amendment of Article 5 of the Company's Bylaws to reflect the increase of the share capital referred to in item (i) above; 6. DELIBERATIONS: 6.1. The Board Chairman clarified that, as per knowledge of the present members, the assembly aims to analyze and resolve the proposal regarding the increase in the Company's capital by private subscription of new shares by the shareholder Irani Participações S.A., a closed joint-stock company registered with CNPJ (National Register of Legal Entities)/MF No / and NIRE , with headquarters at Rua General João Manoel, 157, 16º andar, sala 1602, CEP , city of Porto Alegre, State of Rio Grande do Sul ( Irapar ), with payment in goods embodied in shares of Wave Participações S.A., a closed joint-stock company, registered with CNPJ (National Register of Legal Entities)/MF No / and NIRE , with headquarters at Rua General João Manoel, 157, 16º

2 andar, sala 1602 (Parte),CEP , city of Porto Alegre, State of Rio Grande do Sul ( Wave ) owned by Irapar. The stockholders deliberate by unanimous vote, refraining from voting those legally prevented, according to the art. 8 c/c o 1º of art. 115 of law 6.404/76: 6.2. To ratify the appointment, by the Company management, pursuant to Article 170, paragraph 3 and Article 8 of law No /76 as amended ("Brazilian corporate law"), of Nardon, Nasi-Auditores Independentes S/S, with headquarters at Rua General Couto de Magalhães, No , Porto Alegre, RS, registered with CRC/RS No. 542 e CNPJ (National Register of Legal Entities)/MF No / , represented by Mr. Antônio Carlos Nasi, registered with CRC/RS No /0, who assessed and prepared the appraisal report of the shares of Wave Participações S.A., to be assigned to the Company's capital through payment of shares to be subscribed by Irapar To approve, with abstention of Irapar and of the other companies in the same Group by being legally barred, the Appraisal Report of the shares of Wave, which, read and discussed, indicates that on the base date of August 31, 2013, the carrying amount of the assets represented by the actions of Wave is R$ 12, (twelve million, nine hundred and eighteen thousand, three hundred and fifty-six reals and sixty-two cents). (ANNEX I) To approve an increase in the share capital from R$ 103, (one hundred and three million, nine hundred and seventy-six thousand, four hundred and ninety-one reals and nineteen cents) to R$ 116, (one hundred and sixteen million, eight hundred and ninety-four thousand, eight hundred and forty-seven reals and eighty one cents), representing an increase in the value of R$ 12, (twelve million, nine hundred and eighteen thousand, three hundred and fifty-six reals and sixty-two cents), by means of issuing, for private subscription, 4, (four million, six hundred and thirty thousand, two hundred and thirty-five) book-entry common shares with no par value, for the issuance price of R$ per share, according to the proposal of the administration All common shares issued shall have the same rights assigned to the Company's book-entry common shares in circulation on such date, including dividends and remuneration on capital that may be declared as of such date. The issue price of the common shares presently issued, in the worth of R$ per share, was set based on the Company's Equity Value on June 30, 2013 pursuant to article 170, paragraph 1, item II, of the law of societies by shares, disclosed in the QUARTERLY REPORT (ITR) for the second quarter of The actions presently issued are, hereby, fully subscribed by the shareholder, Irapar, and paid by the conference of the totality of shares issued by Wave Participações S.A., owned by Irapar, and are equivalent to the amount of the increase, as determined in the Appraisal Report and constant in the subscription bulletin (ANNEX II). The other shareholders of the Company shall be entitled to preference in the subscription of new shares issued pursuant to article 171, paragraph 2 of the law of societies by shares in proportion of per share owned, on this date, regardless of the type and species of the action that the same holds in the share capital of the Company. If any shareholder decides to exercise it/his/her right of first refusal, the amounts paid by it/him/her shall be credited to Irapar. The right of first refusal may be exercised by

3 shareholders inscribed in the Company's records on this date, complying with procedures to be disseminated by means of Notice to Shareholders. There shall clarified that there will not be another assembly for approval of the increase of the share capital, once the issued shares are subscribed and paid up, in this act, with goods, on the basis of article 171, paragraph 2 of law No / To approve the amendment to the heading of Article 5 of the Company's Bylaws, which shall take effect as follows: Article 5 - The share capital is R$ 116, , divided into 166, nominative book entry shares with no par value, being 153, common shares and 12, preferred shares To authorize the Executive Board to make arrangements and perform all the acts and sign the documents required for the implementation of the resolutions adopted. The documents related to the deliberations presently taken are available on the Board of this General Assembly and have been made available under the law of societies by shares, on the World Wide Web page of the Company, of the Securities and Exchange Commission CVM, and of BM&FBOVESPA S.A. Commodities and Futures Stock Exchange, 7. FORM OF THE MINUTE AND PUBLICATION: The Assembly has decided, in accordance with article 130, paragraphs 1 and 2 of the law of societies by shares, to approve the transcription of this minute in the summary form and to authorize its publication with omission of the shareholders' signatures. 8. CLOSURE: Having finished the Agenda and with nothing else to undertake, the President has closed the proceedings by requesting the reading of this minute which, confirmed in all its terms, was signed by the Board and by the present shareholders. Péricles de Freitas Druck President and Péricles Pereira Druck Secretary. Shareholders present: [Irani Participações S.A., by its legal representatives; Companhia Comercial de Imóveis, by its legal representatives; Companhia Habitasul de Participações, by its legal representatives; Habitasul Empreendimentos Imobiliários Ltda., by its legal representatives; Habitasul Desenvolvimentos Imobiliários S.A., by its legal representatives; Empresa Riograndense de Desenvolvimento Urbano Ltda., by its legal representatives; Péricles de Freitas Druck; Eurito de Freitas Druck; Péricles Pereira Druck; Paulo Sérgio Viana Mallmann; Odivan Carlos Cargnin; Sérgio Luiz Cotrim Ribas; Túlio Cesar Reis Gomes; Evandro Zabott, Mircon Roberto Becker, Ademar Alfredo Nitschke; Flávio Arruda Dutra; GHL Investment Club, by its attorney; Ernani Medaglia Muniz Tavares; Fabiano Alves de Oliveira and Paulo Fernando Gross]. 9. DECLARATION: We hereby certify that this is a true and exact copy of the original minute transcribed in proper book. Porto Alegre, October 16, 2013 Péricles de Freitas Druck Chairman Péricles Pereira Druck Secretary

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5 ANNEX II of the Extraordinary General Assembly held on October 16, CELULOSE IRANI S.A CNPJ (National Register of Legal Entities) / NIRE COMPANHIA ABERTA Society Designation: Subscribed and paid-in capital: Number of shares subscribed: Unit price of issue: R$ SUBSCRIPTION BULLETIN Celulose Irani S.A R$ 12, (twelve million, nine hundred and eighteen thousand, three hundred and fifty-six reals and sixty-two cents). UNDERWRITER Irani Participações S.A., closed joint-stock company, based in the city of Porto Alegre, State of Rio Grande do Sul, at Rua General João Manoel, 157,16º andar, sala 1602, CEP: , registered with CNPJ (National Register of Legal Entities) No / and NIRE , hereby represented by its directors Mrs. PÉRICLES PEREIRA DRUCK, Brazilian, agricultural engineer, married with partial community of goods, resident and domiciled in Porto Alegre, RS, at Rua Ildefonso Simões Lopes, 201 casa 05, registered with CPF (Individual Taxpayer Number) No and CI-SSP/RS No , issued at , and PÉRICLES ROUSSENQ, Brazilian, business man, divorced, resident and domiciled at Av. Getúlio Vargas, 796/206, registered with CPF (Individual Taxpayer Number) No and CI-SSP/RS No , issued at , in the form of its Bylaws. SHARES PAYMENT VALUE SUBSCRIBED ON R$ ,62 (twelve million, nine hundred and eighteen thousand, three hundred and fifty-six reals and sixty-two cents). Porto Alegre, October 16, FORM OF PAYMENT In this Act, upon the transfer of the shares issued by the company Wave Participações S.A, owned by Irani Participações S.A, equivalent to the total amount of the capital increase. IRANI PARTICIPAÇÕES S/A CELULOSE IRANI S.A Péricles Pereira Druck Péricles Roussenq Péricles Pereira Druck Odivan Carlos Cargnin Directors Directors