SEC 12 AGEo 280403 - ok.doc
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BAHIA SUL CELULOSE S.A.
Brazilian listed company
CNPJ nº 16.404.287/0001-55
N.I.R.E. nº 29.300.016.331
MINUTES OF EXTRAORDINARY AND
ORDINARY GENERAL MEETING OF STOCKHOLDERS
DATE, TIME AND PLACE: 28 April 2003, at 2:00pm, at the company’s headquarters,
Avenida Magalhães Neto s/nº, Centro Empresarial Iguatemi II, Bloco B, Sala 121, Pituba,
Salvador, Bahia. PRESENT: Stockholders representing all the voting shares and also
stockholders owning preferred shares not carrying the right to vote; independent external
auditors, KPMG Auditores Independentes (CRC 2SP014428/0-6”S”BA), represented by
Mr. Alexandre Augusto Silva Barcelos (CRC/MG 064404/0-2). OFFICERS OF THE
MEETING: Chairman: Luiz Cesar Pizzotti; Secretary: Isabel da Silva Ramos
Kemmelmeier. PUBLICATIONS AND DOCUMENTS READ: a) Convocation
announcement published in the Gazeta Mercantil of 11, 14 and 15 April, and in A Tarde
of 11, 12 and 14 April; b) Report of management, financial statements for the business
year ending 31 December 2002 and Opinion of independent auditors, published in the
newspapers Gazeta Mercantil and A Tarde, on 14 March and in the Official Gazette of the
State of Bahia on 15 March; c) Proposal by management for allocation of the net profit of
the business year; and d) Statement of the Audit Board. DECISIONS TAKEN
UNANIMOUSLY, WITH THE ABSTENTION OF THOSE LEGALLY SUBJECT
TO IMPEDIMENT: I – IN EXTRAORDINARY GENERAL MEETING OF
STOCKHOLDERS: FIRST: Clause 25 of the bylaws was changed to enable members
of the Supervisory Board to reside outside Brazil. The said Clause was thus changed to
read as follows: “Clause 25 – The Supervisory Board shall be made up of a minimum of 6
(six) and a maximum of 7 (seven) members and their respective substitute members,
stockholders holding only preferred shares, resident in Brazil or outside Brazil, elected by the
General Meeting of Stockholders and able to be dismissed by it, at any time, and also able to
re-elected. The same General Meeting of Stockholders shall appoint the Chairman and Vice
Chairman of this body.” SECOND: Clause 29 of the bylaws was changed to increase from
6 (six) to 8 (eight) the maximum number of members of the Board of Directors. The said
Clause was thus changed to read as follows: “Clause 29 - The Board of Directors shall be
made up of a minimum of 3 (three) and a maximum of 8 (eight) members, of recognized
technical and administrative ability, resident in Brazil, being one Superintendent Director and
between 2 (two) and 7 (seven) Directors without special designation, elected by the
Supervisory Board and able to be dismissed by it at any time, and also able to be re-elected.”;
II – IN ORDINARY GENERAL MEETING OF STOCKHOLDERS: FIRST: The
report of management and the financial statements for the year ended 31 December 2002,
and the statement of the independent auditors, were approved. SECOND: It was decided
that the net profit of the business year (2002), in the amount of R$ 183,929,976.02 (one
hundred and eighty three million, nine hundred and twenty nine thousand, nine hundred
and seventy six Reais and two centavos), should be allocated as follows: R$ 9,196,498.80
(nine million, one hundred and ninety six thousand, four hundred and ninety eight Reais
and 80 centavos) in formation of the legal reserves; R$ 117,895,303.94 (one hundred and
seventeen million, eight hundred and ninety five thousand, three hundred and three Reais
and ninety four centavos) for capital increase reserve; R$ 13,099,478.21 (thirteen million,
ninety nine thousand, four hundred and seventy eight Reais and twenty one centavos) for
a special dividend reserve, and R$ 43,738,695.07 (forty three million, seven hundred and
thirty eight thousand, six hundred and ninety five Reais and seven centavos) for
distribution of dividends, which will be paid starting on 30 May 2003, as to R$ 0.01277
SEC 12 AGEo 280403 - ok.doc
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per common share, R$ 0.01405 per class A preferred share, and R$ 0.02306 per class B
preferred share; THIRD: The Audit Board of the company was established, as provided
for in the bylaws, at the request of the stockholders OPP I Fundo de Investimento em
Ações, Opportunity Lógica II Fundo de Investimento em Ações, Isabel da Silva Ramos
Kemmelmeier, Hedging-Griffo Brazil Fund LLC–Tarpon Class, Tarpon Hg–Fundo de
Investimentos em Ações and Romanche Investment Corporation LLC, respectively
holders of 44,071,700, 720,000, 10, 1,305,000, 6,020,937 and 11,049,302 class A
preferred shares, the stockholder Romanche Investment Corporation LLC also possessing
110,000 class B preferred shares. The following were elected to the Audit Board:
ROBERTO FIGUEIREDO MELLO (CPF/MF nº 532.755.358-20 - OAB/SP nº
30.687), Brazilian, married, lawyer, resident and domiciled at Rua São Bento do Sul nº 29 –
CEP 05466-060 - São Paulo, São Paulo State; LUIZ AUGUSTO MARQUES PAES
(CPF/MF nº045.320.388-47 - RG/SP 12.605.359-5) Brazilian, married, lawyer, resident
and domiciled at Rua Pedroso Alvarenga nº 345 - apto. 101 – CEP 04531-010 - São
Paulo, São Paulo State, and ISABEL DA SILVA RAMOS KEMMELMEIER (CPF/MF
nº 016.751.727-90 – RG/RJ 005418374-4) Brazilian, married, engineer, with commercial
address at Av. Presidente Wilson, 231, 28º andar – CEP 20030-021 – Rio de Janeiro, RJ;
and as respective substitute members: ORLANDO DE SOUZA DIAS (CPF/MF nº
046.293.378-49 - RG/SP nº4.125.301), Brazilian, married, accountant, resident and domiciled at
Rua Pombeva nº 44 – CEP 05579-050 - São Paulo, São Paulo State; LUIZ GONZAGA
RAMOS SCHUBERT (CPF/MF nº080.501.128-53 - OAB/SP nº30.567), Brazilian,
married, lawyer, resident domiciled in São Paulo, São Paulo State, where he has an office at Rua
Senador Paulo Egídio nº 72 - 15º andar - CEP 01006-010, and FABIO ALPEROWITCH
(CPF/MF nº 153.582.338-06 – RG/SP nº 21.615.680-4), Brazilian, married, company
manager, with address at Rua Geraldo Flausino Gomes, nº 78/91 - CEP 04575-060 - São
Paulo, São Paulo State; to have mandate until the next Ordinary General Meeting of
Stockholders and remuneration as specified by law, it being recorded that the parties
elected are not subject to any of the impediments provided for by law; FOURTH: The
maximum limit for the purposes of remuneration of the members of the Supervisory
Board, the Audit Board and the Board of Directors for the period April 2003 to March
2004 (inclusive) was set at R$ 8,400,000.00 (eight million, four hundred thousand Reais)
it being for the Supervisory Board, as per the bylaws, to decide on the allocation of this
subvention between its members and those of the Board of Directors, and also on the
criterion to be applied to any adjustment in the remuneration of the managers. Closing:
There being no further business, the above having been read and approved, this summary
form was signed by those present. Salvador, 29 April 2003. Luiz Cesar Pizzotti, Chairman
of the Meeting; Isabel da Silva Ramos Kemmelmeier, Secretary. The stockholders: Pp.
COMPANHIA SUZANO DE PAPEL E CELULOSE - Luiz Cesar Pizzotti. lawyer; pp.
OPP I Fundo de Investimento em Ações - Isabel da Silva Ramos Kemmelmeier; pp.
Opportunity Lógica II Fundo de Investimento em Ações - Isabel da Silva Ramos
Kemmelmeier; pp. Hedging-Griffo Brazil Fund LLC–Tarpon Class - Isabel da Silva
Ramos Kemmelmeier; pp. Tarpon Hg–Fundo de Investimentos em Ações - Isabel da Silva
Ramos Kemmelmeier; pp. Romanche Investment Corporation LLC - Isabel da Silva
Ramos Kemmelmeier and Isabel da Silva Ramos Kemmelmeier.
-----------------------------------------------------------This is a true copy of the original inscribed in the book kept by the company for the
purpose.
Luiz Cesar Pizzotti
Chairman of the Committee