SATIPEL INDUSTRIAL S.A. Corporate Taxpayer s ID (CNPJ): / Company Registry (NIRE):

Transcription

1 SATIPEL INDUSTRIAL S.A. Corporate Taxpayer s ID (CNPJ): / Company Registry (NIRE): PUBLICLY-HELD COMPANY MINUTES OF THE ANNUAL AND SPECIAL SHAREHOLDER S MEETING, HELD ON APRIL 28, 2009 TIME AND VENUE: Rua Bartolomeu Paes Nº 136, in the city of São Paulo, State of São Paulo, at 14:30 pm. PRESIDING BOARD: Salo Davi Seibel - Chairman Orlando da Silva Leite Júnior Secretary QUORUM: Shareholders representing more than two-thirds of the voting capital. ATTENDANCE: Company s Officers and representative of Deloitte Touche Tohmatsu Auditores Independentes. CALL NOTICE: Call Notice was published in the Official Gazette of the State of São Paulo, in the editions of April 09, 10 and 14, 2009, on pages 39, 32 and 41, respectively and in the newspaper Valor Econômico in the editions of April 09, 13 and 14, 2009 on pages E3, D4 and A9 respectively. NOTICE TO THE SHAREHOLDERS: Notice was waived, pursuant to paragraph 5 of article 133, Law no. 6,404/76 of December 15, RESOLUTIONS TAKEN BY UNANIMOUS VOTE: I at the Annual General Shareholders Meeting: a) Approval of the Management Report, Financial Statements and Independent Auditors Report, related to the fiscal year ended on December, 31, 2008, published in the Official Gazette of the State of São Paulo on February 06, 2009, on pages 23 to 28, and in the newspaper Valor Econômico, edition of February 05, 2009, on pages E2 to E4. b) Ratification of the resolutions approved by the Board of Directors, in accordance with the Financial Statements, the distribution of earnings related to the fiscal year ended on December 31, 2008 in which the net income was in the amount of R$ 75,095, to be distributed as follows: (i) Allocation of R$ 3,754, to the Legal Reserve; (ii) Allocation of R$ 24,387, to the payment of Interest on own Capital, of which R$ 21,208, were added to the mandatory minimum dividends to Company s shareholders; and (iii) Allocation of R$ 46,952, to the Investments Reserve. Moreover, R$ 4,253, were allocated to said account, related to realization of the Revaluation Reserve in the fiscal year of 2008, totaling R$ 6,777,195.05, net

2 of R$ 2,524,185.33, amount that is related to the negative adjustment of previous years as per the Law 11,638/07, thus totaling R$ 51,205, c) Pursuant to article 21 of the Company s Bylaws, seven (07) members were either reelected or elected to compose the Board of Directors until the 2010 Annual General Shareholders Meeting, when new members will then be elected: Elects: ALCIDES LOPES TÁPIAS, Brazilian, married, business administrator and lawyer, bearer of identity card nu SSP/SP, Individual Taxpayers Registry (CPF/MF) nu , with business office located at Av. Paulista nu th floor, in the city and state of São Paulo; KATIA MARTINS COSTA, Brazilian, married, economist, bearer of identity card nu SSP/SP, Individual Taxpayers Registry (CPF/MF) nu , with business office located at Rua Bartolomeu Paes nu nd floor, in the city and state of São Paulo and, as appointed by the shareholder TOP 501 FIA and agreed upon by the shareholders Blackrock Korea Latin American Fund Master, IBM Savings Plan and FEC Latin American Investment Trust PLC, EDUARDO REFINETTI GUARDIA, Brazilian, married, economist, bearer of identity card nu SSP/SP, Individual Taxpayers Registry (CPF/MF) nu , with business office located at Av. Brigadeiro Faria Lima, 2,179 8 th andar, in the city and state of São Paulo and; Reelects - AURÉLIO DE ALMEIDA PRADO CIDADE, Brazilian, married, business administrator, bearer of identity card nu SSP/SP, Individual Taxpayers Registry (CPF/MF) nu , with business office located at Rua Arandu nu cj. 31, in the city and state of São Paulo and; HELIO SEIBEL, Brazilian, divorced, businessman, bearer of identity card (RG- SSP/SP) nu , Individual Taxpayers Registry (CPF/MF) nu , with business office located at Rua Bartolomeu Paes nu. 136, in the city and state of São Paulo; SALO DAVI SEIBEL, Brazilian, married, businessman, bearer of identity card (RG-SSP/SP) nu , Individual Taxpayers Registry (CPF/MF) nu , with business office located at Rua Bartolomeu Paes nu nd floor, in the city and state of São Paulo, and; as appointed by the shareholders Green HG Fund LLC, CSHG Carteira Administrada Real Fundo de Investimento Multimercado, CSHG Star Fundo de Investimento Multimercado, CSHG Verde Equity Master Fundo de Investimento em Ações, CSHG Verde Master Fundo de Investimento Multimercado followed by the votes from HG Quetzal FIA, Skopos Master FIA, Skopos HG Fund LLC, Skopos HG Grey City Fund LLC and Skopos HG BRK Fund LLC, PEDRO MÄDER MELONI, Brazilian, married, economist, bearer of identity card (RG-SSP/SP) nu , Individual Taxpayers Registry (CPF/MF) nu , domiciled at Rua Paraguassu nu. 316 apt. 61, in the city and state of São Paulo, as per votes dully registered and filed in the Company s records. The elected members of the Board of Directors will take office by signing the Instrument of Investiture in the Company s Register, and shall declare that they are not prevented from holding position in the management of the Company, since they are not involved in any of the crimes as provided for in article 147 of Law nu. 6,404/76 as well as they are not prevented from holding positions in the management of the Company. Pursuant to the Novo Mercado regulatory framework, Mr. Alcides Lopes Tápias, Mr. Aurélio de Almeida Prado Cidade, Mr. Eduardo Refinetti Guardia and Mr. Pedro Mäder Meloni are considered independent Board Members. Gratitude was expressed to

3 Mr. Alessandro Monteiro Morgado Horta, Mr. Oscar de Paula Bernardes Neto and Mr. Plínio Villares Musetti for their participation in the Board of Directors till the present day and for the contribution rendered by them to the Company. d) Settlement of the overall annual compensation for the fiscal year of 2009 of up to R$ 7,900, to the Company s Board of Directors and Board of Executive Officers, comprising privileges and benefits of any nature which may eventually be granted and adjusted in accordance with the compensation policy adopted by the Company. Said payments include profit and income sharing, pursuant to Law nu. 10,101, of December 19, 2000 to be paid to the Company s Executive Officers. e) Approval of Valor Econômico as the newspaper used for the publications pursuant to Law nu. 6,404/76. II at the Special General Shareholders Meeting: a) Approved the amendment of the 1 st. Article 25, of the Company s Bylaws to change the Company s Executive Officers titles that will be changed into the new wording as follows: Article Paragraph 1 The Executive Officers titles will be as follows: (i) Director President; (ii) Commercial Director Vice-President; (iii) Managerial and Finance Director; (iv) up to 5 Directors void of specific responsibilities except for one of the Directors that shall fulfill the Investor Relations position that may or may not be cumulatively executed together with other responsibilities, provided that any Director is allowed to accumulate up to 2 (two) positions. By virtue of the changes in the Executive Officers titles, the following was approved: (i) Change of Paragraph 3, Article 25; substituting the expression Director Vice-President for Director ; (ii) exclude from Articles 29 and 32, renumbering the remaining articles, eliminating the specific nominations attributable to the Director Vice-President of Operations and to the Human Resources Director; (iii) amend Article 31, which on its turn is renumbered as Article 30, to substitute the title Managerial and Finance Director Vice-President for Managerial and Finance Director ; (iv) insert a new Article numbered as 31, consequently renumbering the following articles to state that the responsibilities of the directors, which are void of specified responsibilities, will be attributed by the Board of Directors at the moment said Director is elected; and (v) update the cross references within the modified articles. Article (...) Paragraph 3 Whenever any member of the Executive Directory is temporarily absent or in case of temporary vacancy of the position, the Director President will substitute and temporarily take hold of the responsibilities, provided that the said fact does not imply in holding more than (2) two positions by the Director President, in which case the Director President will name one of the Directors to temporarily occupy the vacant position. In case the Director President is temporarily absent or the position is temporarily vacant, the Director President

4 should previously nominate, among the Directors, who will substitute him or in case this is not done, the Chairman of the Board will proceed with such nomination, provided it does not imply in holding more than (2) two positions at the same time, by the nominee. (...) Article 30 The Managerial and Financial Director is responsible for: (i) coordinate the managerial, financial and information technology activities of the Company; and (ii) cooperate with the Director President in abiding the Law and make sure the Law, this Corporate Bylaws and the decisions of the Board of Directors and of the General Shareholders Meetings are dully abided. Article 31 To the Directors void of specific titles will be given specific responsibilities as determined by the Board of Directors at the moment they are individually elected. b) Approval of the exclusion of the title of the chapter XI Transitory Statements thus transferring the former Articles 55 and 56, which became the present Articles 54 and 55 to chapter X Final Statements ; and, c) Approval of the amendment of former Article 55, presently Article 54 of the Bylaws to include the expression directly or indirectly, which will read as follows: Article 54 To the shareholders who, at the time of the approval of this Bylaws, already held directly or indirectly a Relevant Participation as per Article 47 will not be applicable the dispositions of Chapter VII above. This disposition is applicable to legal successors of the shareholders that at the time of the approval of these Bylaws already held relevant participation. Authorization to draw up the summary of these minutes and to omit in its publication the signatures of the shareholders stated herein, pursuant to Paragraph 2, Article 130, Law nu. 6,404/76. FISCAL COUNCIL: The Fiscal Council did not take floor, since it was not formed and there was no request for its installment for the current fiscal year. São Paulo, April 28, (signature) Salo Davi Seibel Chairman (signature) Orlando da Silva Leite Júnior - Secretary SHAREHOLDERS: by COMPANHIA LIGNA DE INVESTIMENTOS Andrea Seibel C. Ferreira attorney-in-fact; ALEX LASERNA SEIBEL; ANDREA SEIBEL C. FERREIRA; by CSHG STAR FUNDO DE INVESTIMENTO MULTIMERCADO; by CSHG CARTEIRA ADMINISTRADA REAL FUNDO DE INVESTIMENTO MULTIMERCADO; by CSHG VERDE EQUITY MASTER FUNDO DE INVESTIMENTO EM AÇÕES; by CSHG VERDE MASTER FUNDO DE INVESTIMENTO MULTIMERCADO; by GREEN HG FUND L.L.C. - Credit Suisse Hedging-Griffo Corretora de Valores S/A. Marco Antonio Lamnhuk attorney-in-fact; by IBM SAVINGS PLAN e FEC LATIN AMERICAN INVESTMENT TRUST PLC Citibank N.A. Mesquita Pereira, Marcelino, Almeida, Esteves Advogados Marco Antonio Lamnhuk attorney-in-fact; by BLACKROCK KOREA LATIN AMERICAN FUND-

5 MASTER HSBC Corretora de Títulos e Valores Mobiliários S.A. Mesquita Pereira, Marcelino, Almeida, Esteves Advogados Marco Antonio Iamnhuk attorney-in-factr; by SKOPOS HG FUND L.L.C; SKOPOS HG BRK FUND L.L.C and by SKOPOS HG GREY CITY FUND L.L.C. Skopos Invest Administradora de Recursos Internacionais Ltda. Marco Antonio Lamnhuk attorney-in-fact; by HG QUETZAL FUNDO DE INVESTIMENTO EM AÇÕES and by SKOPOS MASTER FUNDO DE INVESTIMENTO EM AÇÕES Skopos Administradora de Recursos Ltda. Marco Antonio Lamnhuk attorney-in-fact; by TOP 501 FUNDO DE INVESTIMENTO EM AÇÕES Intrag Distribuidora de Títulos e Valores Mobiliários Ltda. Marco Antonio Iamnhuk attorney-in-law; by CLUBE DE INVESTIMENTO DOS COLABORADORES DA SATIPEL Paulo Roberto Heiti Morine Administrator; LAÉRCIO KITOSATO DE SOUZA LESSA. São Paulo, April 28, Orlando da Silva Leite Júnior Secretary