EZ TEC EMPREENDIMENTOS E PARTICIPAÇÕES S.A.
COMPANY REGISTRY (NIRE) 35.300.334.345
Corporate Taxpayer ID (CNPJ/MF) 08.312.229/0001-73
Authorized Capital Publicly-Held Company
Minutes of the Annual Shareholders’ Meeting
held on April 27, 2012
DATE, TIME AND VENUE: On April 27, 2012, at 10 a.m. at the head offices of
EZTEC Empreendimentos e Participações S.A., a publicly-held company, corporate
taxpayer ID (CNPJ/MF) 08.312.229/0001-73, with its articles of incorporation duly
filed at the Board of Trade of the State of São Paulo under Company Registry (NIRE)
35.300.334.345 (“Company”), located at Avenida República do Líbano, 1921,
Ibirapuera, in the city and state of São Paulo.
CALL NOTICE: The call notice was published in the Official Gazette of the State of
São Paulo and in the Valor Econômico newspaper on April 12, 18 and 25, 2012.
ATTENDANCE: Shareholders representing the majority of the Company’s capital
stock, as per signatures in the Shareholders’ Attendance Book. The members of the
Company’s Management and Mr. Ismar de Moura, accountant registered at the
Regional Accounting Council (CRC) 1SP179631/O-2, who represents Deloitte
Touche Tohmatsu, the Company's independent auditors, also attended the meeting.
PRESIDING BOARD: Chairman: Mr. Ernesto Zarzur; Secretary: Mr. Antonio Emílio
C. Fugazza.
AGENDA: To resolve and discuss on the following agenda: (i) analyze the
Management’s accounts, examine, discuss and vote on the financial statements for
the fiscal year ended December 31, 2011, accompanied by the Management Annual
Report and the Independent Auditors’ Report, published in the edition of Official
Gazette of the State of São Paulo and Valor Econômico newspaper on March 14,
2012 and approved by the Board of Directors in a meeting held on March 9, 2012; (ii)
resolve on the allocation of net income for the fiscal year ended December 31, 2011
and distribution of dividends; (iii) define the maximum annual overall compensation
of the Company’s Management for current fiscal year.
RESOLUTIONS: After examination and discussion, attending shareholders resolved:
(i) approve by unanimous vote, with the abstention of shareholders Emerging Markets
Small Capitalization Equity Index Non-Lendable Fund, Emerging Markets Small
Capitalization Equity Index Non-Lendable Fund B, Ishares MSCI Brazil Small Cap
Index Fund and Ishares MSCI Emerging Markets Small Cap Index Fund, the
Management’s accounts, the financial statements for the fiscal year ended December
31, 2011 accompanied by the Annual Management Report and Independent
Auditors’ Report, as approved by the Board of Directors in a meeting held on March
9, 2012 and as published in the edition of the Official Gazette of the State of São
Paulo and Valor Econômico newspaper of March 14, 2012;
(ii) approve by unanimous vote the proposal for allocation of the Company’s net
income for the fiscal year ended December 31, 2011, which determined a net income
of three hundred, twenty-eight million, nine hundred, sixty-seven thousand, three
hundred and sixty reais (R$328,967,360.00), as follows: (a) five percent (5%) of net
income, in the amount of sixteen million, four hundred, forty-eight thousand, three
hundred and sixty-eight reais (R$16,448,368.00) to create a legal reserve; (b) twentyfive percent (25%) of the net income, after legal adjustments, in the amount of
seventy-eight million, one hundred, twenty-nine thousand, seven hundred and fortyeight reais (R$78,129,748.00), as dividends to be paid to shareholders owning
common shares issued by the Company on this present date, until July 31, 2012, at
the discretion of the Company’s Management, without monetary restatement
between present date and the payment date; and (c) the remaining balance of profits,
in the amount of two hundred, thirty-four million, three hundred, eighty-nine thousand,
two hundred and forty-four reais (R$234,389,244.00) to the Expansion Reserve,
pursuant to Article 34, item “f” of the Company’s Bylaws; and
(iii) approve by unanimous vote with the abstention of shareholders AKA Sul
America FIA, Sul America Total Return FIA, Sul America FIA IBOVESPA Ativo, Sul
America Long&Short Fundo de Investimento Multimercado, Sul America Multicarteira
Prev FI Multimercado and Sul America Avião Prev FIM, the maximum limit of annual
overall compensation of the Company’s Management up to twelve million reais
(R$12,000,000.00) for current year, and the Board of Directors shall resolve on the
sharing of compensation among the members of the Board of Directors and Board of
Executive Officers.
(iv) as requested by shareholders Mercury International Investments LLC, BRESSER
AÇOES FIA, BRESSER HEDGE FIM, BRESSER HEDGE PLUS FIM, NORGES
BANK, VBI EXCLUSIVO AÇÕES FUNDO DE INVESTIMENTO, VICTOIRE BRASIL
INVESTMENT FUNDS, LATAM LONG ONLY, LLC, VICTOIRE BRAZIL FUND LLC BNY MELLON SF DTVM SA, VICTOIRE LONG SHORT CSHG MASTER FD
INVESTIMENTO MULTIMERCADO, VICTOIRE SELECTION AÇÕES - FUNDO DE
INVESTIMENTO, representing the quorum required by applicable rules, the
Company’s Fiscal Council was installed for the 2012 fiscal year. The following
members were elected by unanimous vote: Sitting Members: (a) Paulo Chede
Mattar, Brazilian citizen, divorced, business administrator, resident in the city and
state of São Paulo at Rua Henrique Schaumann, 1121, identity card (RG) 3.144.440
SSP/SP and individual taxpayer register (CPF/MF) 448.700.278-87; (b) Antonio
Mounir Maalouli, Brazilian citizen, married, attorney, resident in the city and state of
São Paulo at Rua Carlos de Souza Nazareth, 276, identity card (RG) 306531-42
SSP/SP and individual taxpayer register (CPF/MF) 303.402.188-78; and (c) Jorge
Michel Lepeltier, Brazilian citizen, legally separated, economist and bachelor’s
degree in accounting, resident and domiciled in the city of Mairiporã, state of São
Paulo, at Rua Particular, sem número, identity card (RG) 3.919.557 and individual
taxpayer’s register (CPF/MF) 070.190.688-04, elected by minority shareholders.
Deputies: respectively (a) Rogério Antonio Eduardo Abinader, Brazilian citizen,
legally separated, engineer, resident in the city and state of São Paulo at Rua
Teixeira da Silva, 660, identity card (RG) 3.486.000 SSP/SP and individual
taxpayer’s register (CPF/MF) 332.816.888-53; (b) Alvim Gilmar Franchischetti,
Brazilian citizen, divorced, accountant, resident in the city of Guarulhos, state of São
Paulo at Rua Ismael Manoel da Silva, 135, identity card (RG) 10.664.256-X SSP/SP
and individual taxpayer’s register (CPF/MF) 952.632.928-72; and (c) Massao Fábio
Oya, Brazilian citizen, married, bachelor’s degree in financial management and
controllership, resident and domiciled in the city of Atibaia, state of São Paulo, at
Rua Benedito de Almeida Bueno, 526 , identity card (RG) 34.872.970-4 and
individual taxpayer’s register (CPF/MF) 297.396.878-06. The members of the Fiscal
Council, both sitting and deputy members, shall take office within thirty (30) days as
of this date after submitting evidence to the Board of Directors that the requirements
provided for in Article of Law 6.404/76 have been met, as well as following the
signature of the Instrument of Investiture and Statement of Adhesion to the Novo
Mercado Rules of BM&F BOVESPA S.A. – Securities, Commodities and Futures
Exchange, which shall be drawn up in the Book of Minutes of the Company’s Fiscal
Council’s Meetings. The Fiscal Council’s members elected herein declare, under the
penalties of law, they comply with all the requirements provided for in Article 147 of
Law 6,404/76 for its investiture as members of the Company’s Fiscal Council.
Pursuant to Article 162, Paragraph 3 of Law 6,404/76, the shareholders approved by
unanimous vote, the monthly individual compensation of sitting members of the
Fiscal Council corresponding to ten percent (10%) of average compensation
attributed to each officer of the Company, not including benefits, procuration fees and
profit sharing.
CLARIFICATIONS: The drawing up of these present minutes was authorized in the
summary format, pursuant to Article 130, Paragraph 1 of the Brazilian Corporation
Law, as well as the publication of these minutes ommitting the signature of
shareholders, pursuant to Paragraph 2, Article 130 of same Law.
CLOSURE, DRAWING UP, APPROVAL AND SIGNATURE OF THE MINUTES:
There being no further business to discuss, and after the Chairman offered the floor
to anyone who intended to speak, as no one did, the Chairman ordered the
Company’s Management to execute all the procedures necessary to reflect the
resolutions taken on this date. Then, the meeting was adjourned for the time
necessary to draw up these minutes, which were then read, approved and signed by
all attending shareholders. Presiding Board – Mr Ernesto Zarzur; Secretary: Antonio
Emilio C. Fugazza; Shareholders: EZ Participações Ltda, SMM Participações Ltda,
GAR Participações Ltda, HPC Participações Ltda, SZA Participações Ltda, Mapeca
Participações Ltda, LMR Participações Ltda, MFT Participações Ltda, Valey
Participações Ltda, VJR Participações Ltda, by João Ricardo de Azevedo Ribeiro,
Mosaico Fundo de Investimento em Ações, by Roberto Knoepfelmacher , AKA Sul
America FIA, Sul America Total Return Fia, Sul America Fia Ibovespa Ativo, Sul
America Long&Short Fundo De Investimento Multimercado, Sul America Multicarteira
Prev Fi Multimercado, Sul America Avião Prev Fim, BY Igor Beltrami Hummel,
MERCURY INTERNATIONAL INVESTMENTS LLC, BRESSER ACOES FIA , BRESSER HEDGE FIM,
BRESSER HEDGE PLUS FIM, BY Marcus Vinicius Machado Zanetti, Victoire Long Short
Cshg Master Fd Investimento Multimercado, Victoire Selection Acoes - Fundo De
Investimento, Alpine Emerging Markets Real Estate Fund, The Bank Of Korea,
Batterymarch Global Emerging Markets Fund, Legg Mason Gl Tr, Inc- L M
Batterymarch, Emerg Markets Trust, Ishares Msci Brazil Small Cap Index Fund,
Blackwell PartnersLIc, Usaa Emerging Markets Funb, Amundi Funds, Amundi,
Cohen & Steers Emerging Markets Real Estate Fund, Dominion Resources Inc.
Master Trust, Driehaus Companies Profit Sharing Plan And Trus, Fidelity Ad S Viii:
Fidelity Ad Gl Capital App F, Emerging Markets Small Capit Equity Index NonLendable Fund, Brunei Investment Agency, The Pension Reserves Investment
Manag Board, Emerging Mark Small Capitalizat Equity Index Non-Lenda Fd B, Public
Employees Retirement System Of Ohio, Ishares Msci Emerging Markets Small Cap
Index Fund, William Blair Emerging Markets Small Cap Growth Fund, Dte Veba
Master Trust, Globeflex International Partners Lp , College Retirement Equities Fund,
Japan Trustee Services Bk, Ltd. Re: Rtb Nikko Bea Mother Fd, Pensionskassernes
Administration A/S, Schwab International Core Equity Fund, Famandsforeningen
Pensam Invest Psi 50 Emerg Market Aktier, National Council For Social Security
Fund, Dte Energy Comp Affiliates Employee Benefit Plans Master Tru, Univ Of
Pittsburgh Medical Center System, Schroder International Selection Fund, Ford
Motor Co Defined Benef Master Trust, Mgi Funds PIc, Ministry Of Strategy And
Finance, Pim Investments Inc., Principal Life Insurance Company, SPDR S&P
Emerging markets Small Cap Etf, SSGA Active Ems Cap Sec Lending Qib Common
Trust Fund, SSGA Msci Emerging Mkt Small Ci Non Lending Common Trt Fund ,
State Street Emerging Markets, SSGA Spdr Etfs Europe I Plc, Vanguard Total
International Stock Index Fd, A Se Van S F, Xerox Corporation Retirement &
Savings Plan, Norges Bank, Vbi Exclusivo Ações Fundo de Investimento, Victoire
Brasil Investment Funds, Latam Long Only, Llc, Victoire Brazil Fund Llc - Bny Mellon
Sf Dtvm S.A, by Alexandre de Freitas Nunes, Solidus FIA, FIA Alfa ,Solidus FIM
Longo Prazo,p. Débora de Souza Morsch, Clube de Investimento Capital, Clube de
Investimento HAYP, Clube de Investimento, Metusalah, Clube de Investimento HIKE,
Clube de Investimento MED Invest RS,Clube de Investimento HILL, Clube de
Investimento HICK, Clube de Investimento Cosmos, Clube de Investimento Madelu,
Clube de Investimento KIKLOS, Clube de Investimento HOPE, Clube de
Investimento SALT, Clube de Investimento FAIXA AZUL, Clube de Investimento
Graphus Premium, Small Caps Solidus Clube de Investimento, Clube de
Investimento Família em Ações, Clube de Investimento Graphus Stock, Clube de
Investimento Focus, Clube de Investimento Lyndos, Clube de Investimento JAL,
Clube de Investimento PAZ, Clube de Investimento GOMES, Clube de Investimento
Metropolis,Clube de Investimento Wall Street, Clube de Investimento Mobycenter,
Clube de Investimento DIPEX, Clube de Investimento JUTHAMA, Clube de
Investimento ALVO Clube de Investimento VITA, Clube de Investimento Continental,
Clube de Investimento Centauro do Pampa, Clube de Investimento Centuria, Clube
de Investimento KGL Clube de Investimento Falcone, Clube de Investimento Schild,
Clube de Investimento Katana, Clube de Investimento Funsol,by Rafael de Souza
Morsch.
Presiding Board:
______________________________
Ernesto Zarzur
Chairman
______________________________
Antonio Emílio C. Fugazza
Secretary