BHG S.A. – BRAZIL HOSPITALITY GROUP
Publicly-Held Company
CORPORATE TAXPAYER’S ID (CNPJ/MF): 08.723.106/0001-25
COMPANY REGISTRY (NIRE): 35.300.340.540 – CVM REGISTRATION 02090-7
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
HELD ON SEPTEMBER 19, 2014
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1.
DATE, TIME AND VENUE: September 19, 2014, at 10:00 a.m., at the Company’s
headquarters, located at Rua do Passeio, nº 56, 14º andar, Centro, CEP 20021-290, in the city
and state of Rio de Janeiro.
2.
PRESIDING BOARD: Chairman, Rubens Mário Marques de Freitas, and Secretary,
Renata Rodrigues Werneck da Silva Dias.
3.
CALL NOTICE: The call notices were published pursuant to Article 124 of Law 6404
of December 15, 1976, as amended (“Brazilian Corporation Law”), in (i) the Diário Oficial do
Estado do Rio de Janeiro, editions of August 20, 21 and 22, 2014, on pages 8, 4 and 9
respectively; (ii) the Diário Oficial do Estado de São Paulo, editions of August 20, 21 and 22,
2014, on pages 7, 39 and 16, respectively; and (iii) the newspaper DCI – Diário, Comércio,
Indústria & Serviços, editions of August 20, 21 and 22, 2014, on pages A7, A7 and A5,
respectively.
4.
ATTENDANCE:
Shareholders representing 73.05% of the Company’s total and
voting capital, as per the signatures in the Shareholders’ Attendance Book.
5.
AGENDA: The shareholders met to resolve on approval of the cancellation of the
Company’s registration as a publicly-held company and its consequent delisting from the
special Novo Mercado trading segment of the BM&FBOVESPA S.A. – Securities,
Commodities and Futures Exchange, conditioned on the holding, by Razuya Empreendimentos
e Participações S.A., of the public tender offer that was the object of the Material Fact
published on August 8, 2014, in accordance with its terms and conditions.
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6.
RESOLUTIONS: The meeting was installed on first call, the reading of the documents
and proposals included in the agenda was waived, and after examining, discussing and voting
on the matters, those shareholders present resolved:
6.1. To approve, by unanimous vote, the drawing up of these minutes in summary format,
pursuant to paragraph 1 of Article 130 of Brazilian Corporation Law and their publication
without the signatures of the attending shareholders, pursuant to paragraph 2 of article 130 of
Brazilian Corporation Law.
6.2. To approve, by the vote of shareholders representing 92.88% of those shareholders
present and 67.8% of the Company’s total capital, the cancellation of the Company’s
registration as a publicly-held company and its consequent delisting from the special Novo
Mercado trading segment of the BM&FBOVESPA S.A. – Securities, Commodities and Futures
Exchange, conditioned on the conclusion, by Razuya Empreendimentos e Participações S.A., of
the public tender offer that was the object of the Material Fact published on August 8, 2014, in
accordance with its terms and conditions.
7.
CLOSURE AND DRAWING UP OF THE MINUTES: There being no further matters
to discuss, the Shareholders’ Meeting was adjourned for the drawing up these minutes in
summary format and their publication without the signatures of those present, pursuant to
paragraphs 1 and 2 of Article 130 of Brazilian Corporation Law. SHAREHOLDERS
PRESENT: Latin America Hotels LLC e GPCP4 – FIP, represented by Tiago Wigman; JHL
Capital Group Holdings One LLC, represented by Marcos Saldanha Proença; International
Finance Corporation, represented by Renata Rodrigues Werneck da Silva Dias; Harpia Fundo
de Investimento de Ações Investimento no Exterior, Ocram FIA Investimento no Exterior,
Tropico Value Master FIA, PHT FIA Investimento no Exterior, Tecoma LLC, Opera Valor
Fundo de Investimento em Ações, Advance Brazil Leblon Equities Fund, Ataulfo LLC, Leblon
Ações Institucional Master FI em Ações, Leblon Ações Master Fundo de Investimento de
Ações, Leblon Equities Hedge Master FIA, Leblon Previdência Fundo de Investimento
Multimercado e Posto 12 LLC, represented by Felipe Demori Claudino; Fundo Fator Sinergia
IV FIA, represented by Mariana Engel Blanes Felix; São Paulo Posto Master Fundo de
Investimento Multimercado, represented by Fabio Amaral Barreto de Lemos; Euroamerican
Finance S.A., represented by Renata Rodrigues Werneck da Silva Dias; Euroamerican Finance
S/A, represented by Renata Rodrigues Werneck da Silva Dias; California Public Employees’
Retirement System, College Retirement Equities Fund, Ishares III Publi Limited Company,
Ishares III Publi Limited Company, SSGA MSCI Emerging Markets Small Cap Index NonLending Common Trust Fund, Emerging Markets Small Capitalization Equity Index Fund,
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Emerging Markets Small Capitalization Equity Index Non-Lendable Fund, Emerging Markets
Small Capitalization Equity Index Non-Lendable Fund B, Ishares Msci Brazil Small Cap Etf,
State Of Oregon, State Street Bank And Trust Company Investment Funds For Tax Exempt
Retirement Plans, Teacher Retirement System of Texas, CF DV Acwi Ex-U.S. Imi Fund,
Florida Retirement System Trust Fund, Florida Retirement System Trust Fund, Mellon Bank
N.A. Employee Benefit Collective Investment Fund Plan, Advanced Series Trust - Ast
Goldman Sachs Multi-Asset Portfolio, IBM Diversified Global Equity Fund e Utah State
Retirement Systems, represented by Eduardo Moreira Ribeiro; Marcio Botana Moraes, José
Romeu Ferraz Neto, Joaquim Romeu Espinheira Teixeira Ferraz and Carlos Manuel Novis de
Talavera Guimarães, represented by Renata Rodrigues Werneck da Silva Dias.
This is a free translation of the original minutes drawn up in the Company’s records.
Rio de Janeiro, September 19, 2014.
____________________________
Renata Rodrigues Werneck da Silva Dias
Secretary
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