Free Translation of the Original in Portuguese
JHSF PARTICIPAÇÕES S.A.
CORPORATE REGISTRY ID (NIRE) 35.300.333.578
CORPORATE TAXPAYER’S ID (CNPJ/MF) 08.294.224/0001-65
Minutes of the Extraordinary General Meeting
Date, Time and Place: on October 16, 2006, at 9:00 a.m., at the Company’s headquarters, located at
Rua Amauri, 255, 5º andar, in the city and state of São Paulo. Attendance: shareholders representing the
Company’s total voting capital stock. Presiding Board: Mr. José Auriemo Neto, Chairman; Mr. Gabriel
Ribeiro, Secretary. Call and Publication: the call was waived in view of the attendance of all
shareholders, pursuant to paragraph 4, of article 124 of Law no. 6,404/76 and its subsequent
amendments. Agenda: (i) resolution on the amendment to Articles 10 and 12 of the Bylaws relative to the
Company’s Management manner, (ii) election of a new officer, should the resolution set forth in item “i”
above be approved and (iii) establishment of the officers’ annual global compensation for 2006.
Resolutions taken by unanimous vote: (i) to amend the wording of Articles 10 and 12 of the Bylaws, so
as to include that the Company’s Board of Executive Officers shall have an Executive Vice President and
the company’s representation shall be carried out independently by the Chief Executive Officer of by the
Executive Vice President jointly with the Officer with no specific designation or even by an attorney-infact jointly with the Executive Vice President or with the Officer with no specific designation. In view of
the resolution taken, Articles 10 and 12 of the Bylaws were amended and now present the following new
wording: “Article 10 – The Company shall be managed by a Board of Executive Officers composed of
three (3) members, one Chief Executive Officer, one Executive Vice President and one Officer with no
specific designation, elected by the General Meeting for a term of office of three (3) years. Paragraph
One – At any moment and without justified reason, shareholders may promote the substitution of the
members appointed by them to compose the Board of Executive Officers, event in which shareholders
undertake to carry out all applicable measures to instate the general meeting aiming to elect the
substitute(s) of that(those) Officer(s) who was(were) dismissed or resigned, within at most thirty (30)
days as of the date the event is announced. Paragraph Two – The Officers’ compensation shall be
established by the general meeting and recorded as general expenses (…) Article 12 – It shall be
exclusively incumbent upon the Chief Executive Officer, or upon the Executive Vice President jointly with
the Officer with no specific designation or even by an attorney-in-fact on behalf of the company jointly
with the Executive Vice President or jointly with the Officer with no specific designation, to carry out the
necessary or convenient acts to manage the Company. To do so, it shall be available to them, among
other powers, the necessary powers to represent the company in court or out of it, actively or passively
before third parties, any public bodies, federal, state or city authorities, as well as public autonomous
entities, mixed economy companies and quasigovernmental entities, including the signature of checks,
exchanges, payment orders, deeds or any other securities, agreements or documents that imply
responsibility or obligation to the company. Sole Paragraph – The powers-of-attorney granted by the
company shall be always signed by the Chief Executive Officer and, in addition to expressly state the
granted powers, they shall, with exception of those for judicial purposes, have a limited period of
validity.”; (ii) to elect Mr. Eduardo Silveira Camara, Brazilian, married, business administrator, Identity
Card (RG) no 4.113.009-1-SSP/SP, Individual Taxpayer’s ID (CPF) no. 356.55 1.608-97, domiciled in the
city and state of São Paulo, at Rua Amauri, 255, 5º andar, to hold the new position of Chief Executive
Officer, who invested in office pursuant to the respective legal provisions, to perform his duties up to the
Annual General Meeting to be held in 2009. The elected officer expressly declares, under the penalties
established by Law, not to be involved in any crime that prevents him from performing business or
commercial activities or take part in the company’s management; (iii) to establish the global annual
compensation for the Board of Executive Officers for the year of 2006 in up to three hundred thousand
reais (R$300,000.00). Drawing up and Reading of the Minutes: Nothing else to be discussed, the
meeting was adjourned for the time necessary for the drawing up of these minutes at the Company’s
records, and after being read and approved, were signed by all attending members. Presiding Board: Mr.
José Auriemo Neto, Chairman; Mr. Gabriel Ribeiro, Secretary. Attending Shareholders: JHS F PAR S.A.
(by José Auriemo Neto) and JAN PARTICIPAÇÕES S.A. (by José Auriemo Neto). This is a free English
translation of the original instrument drawn up in the Company’s records.
Presiding Board Secretary
______________________________
Gabriel Ribeiro
JHSF PARTICIPAÇÕES S.A.
Extraordinary General Meeting held on October 16, 2006
Shareholders Attending List
SHAREHOLDER’S NAME, QUALIFICATION AND SIGNATURE
AMOUNT OF SHARES
JHS F PAR S.A., joint-stock company, headquartered in the city and state of São Paulo, at Rua Amauri, nº 255, 5º
andar, CEP 01448-000, Corporate Taxpayer’s ID (CNPJ) no. 66.727.132/0001-28, with Bylaws filed at the Trade
Board of the State of São Paulo under Corporate Registry ID (NIRE) no. 35.300.329.341, hereby represented by its
Chief Executive Officer, Mr. José Auriemo Neto, Brazilian, married, businessman, Identity Card (RG) no.
25.687.342-2-SSP/SP, Individual Taxpayer’s ID (CPF/MF) no. 256.393.178-92, domiciled in the city and state of São
Paulo at Rua Amauri, 255, 5º andar, Jardim Europa, CEP 01448-000.
66,316,487
Signature
JAN PARTICIPAÇÕES S.A., joint-stock company, headquartered in the city and state of São Paulo, at Rua
Amauri, nº 255, 5º andar, CEP 01448-000, Corporate Taxpayer’s ID (CNPJ) no. 07.895.729/0001-12, with Bylaws
filed at the Trade Board of the State of São Paulo under Corporate Registry ID (NIRE) no. 35.300.328.124, hereby
represented by its Chief Executive Officer, Mr. José Auriemo Neto, Brazilian, married, businessman, Identity Card
(RG) no. 25.687.342-2-SSP/SP, Individual Taxpayer’s ID (CPF/MF) no. 256.393.178-92, domiciled in the city and
state of São Paulo at Rua Amauri, 255, 5º andar, Jardim Europa, CEP 01448-000.
513
Signature
I certify that this is a free English translation of the original instrument drawn up in the Company’s records
Gabriel Ribeiro – Presiding Board
Secretary
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Minutes of the Extraordinary General Meeting