ITAUTEC S.A. – GRUPO ITAUTEC
CNPJ 54.526.082/0001-31
Publicly-Held Company
State Registration No. (NIRE) 35300109180
Authorized Capital: up to 60,000,000 shares
Subscribed and Paid-in Capital: R$271,525,001.16 – 11,199,367 shares
SUMMARY MINUTES OF THE ANNUAL
SHAREHOLDERS MEETING
HELD ON APRIL 29, 2015
DATE, TIME, AND PLACE: On April 29, 2015, at 12:00 p.m., at Avenida Paulista, No. 1938,
5th floor, in the city of São Paulo, State of São Paulo.
PRESIDING OFFICERS: João Jacó Hazarabedian (Chairman), and Carlos Roberto Zanelato
(Secretary).
QUORUM: shareholders representing more than 2/3 of the voting capital stock.
LEGAL ATTENDANCE: managers of the Company and representatives of the Audit and
Risk Management Committee and of Baker Tilly Brasil Auditores Independentes S/S.
CALL NOTICE: published in the editions of March 31, and April 1 and 2, 2015 in the Diário Oficial
do Estado de São Paulo (pages 466, 79 and 55), and in the newspaper “DCI - Diário do Comércio,
Indústria & Serviços” (pages 89, 3 and 27).
NOTICE TO THE SHAREHOLDERS: notice of meeting to the shareholders was not required
to be published as provided for in Article 133, Paragraph 5, of Law No. 6404/76.
RESOLUTIONS UNANIMOUSLY TAKEN:
1. After examining the Management Report, the Audit and Risk Management Committee
Report, and the Independent Auditors Report, the Management Accounts and the
Financial Statements relating to fiscal year ended December 31, 2014, published on
March 13, 2015 in the Diário Oficial do Estado de São Paulo (pages 37 to 45), and in the
newspaper “DCI - Diário do Comércio, Indústria & Serviços” (pages 17 to 23) were
approved.
2. The partial absorption of the losses ascertained in year 2014 by the balance of Statutory
Reserve (profits ascertained in 2006) was ratified, pursuant to article 189, sole paragraph
of Law 6404/76.
3. To record that multiple voting was not required for the election of the members of the
Board of Directors.
ITAUTEC S.A. – GRUPO ITAUTEC
SUMMARY MINUTES OF THE ANNUAL SHAREHOLDERS MEETING OF APRIL 29, 2015
page 2
4. To approve that the Board of Directors shall consist, for the annual term of office until the
members elected at the Annual Shareholders Meeting of 2016 take office, of five (5)
sitting members and two (2) alternates, and the following were elected:
Sitting Directors:
ALFREDO EGYDIO ARRUDA VILLELA FILHO, Brazilian citizen, married, engineer,
bearer of Identity Card (RG) No. 11.759.083-6 SSP/SP, enrolled with the Individual
Taxpayers Register of the Ministry of Finance under CPF/MF No. 066.530.838-88,
domiciled in the City of São Paulo, State of São Paulo, at Rua Sansão Alves dos Santos,
102, 5th floor;
HENRI PENCHAS, Brazilian citizen, married, engineer, RG No. 2.957.281 SSP/SP, CPF
No. 061.738.378-20, domiciled in the City of São Paulo, State of São Paulo, at Av.
Paulista, No. 1938, 5th floor;
OLAVO EGYDIO SETUBAL JÚNIOR, Brazilian citizen, married, administrator, RG No.
4.523.271 SSP/SP, CPF No. 006.447.048-29, domiciled in the City of São Paulo, State of
São Paulo, at Praça Alfredo Egydio de Souza Aranha, No. 100, Torre Olavo Setubal, 10th
floor;
RICARDO EGYDIO SETUBAL, Brazilian citizen, married, lawyer, RG No. 10.359.999
SSP/SP, CPF No. 033.033.518-99; and,
RODOLFO VILLELA MARINO, Brazilian citizen, married, administrator, RG No.
15.111.116-9 SSP/SP, CPF No. 271.943.018-81, all of them domiciled in the City of São
Paulo São Paulo, State of São Paulo, at Av. Paulista, No. 1938, 5th floor;
Alternates:
ALFREDO EGYDIO SETUBAL, Brazilian citizen, married, business administrator, RG
6.045.777-6 SSP/SP, CPF No. 014.414.218-07, domiciled in the City of São Paulo, State
of São Paulo, at Av. Paulista, 1938, 5th floor, as alternate of Olavo Egydio Setubal Júnior and
Ricardo Egydio Setubal; and,
RICARDO VILLELA MARINO, Brazilian citizen, married, engineer, RG No. 15.111.115-7
SSP/SP, CPF No. 252.398.288-90, domiciled in the City of São Paulo, State of São
Paulo, at Av. Brigadeiro Faria Lima, 3500, 2nd floor, as alternate of Alfredo Egydio Arruda
Villela Filho and Rodolfo Villela Marino.
It is hereby stated for the records that the Directors elected met the prior eligibility
conditions set forth in Articles 146 and 147 of Law No. 6404/76, and Article 3 of Normative
Regulation No. 367/02 of the Brazilian Securities Commission.
To record votes of thankfulness to Directors Reinaldo Rubbi and Renato Roberto Cuoco,
who were not reelected to their offices, for the active participation and valuable
contribution to the Board of Directors, and their Advisory Committees. Alternate Director
Paulo Setubal Neto was not reelected neither.
5. To fix the aggregate and annual amount of up to R$3,500,000.00 to be allocated as
compensation of the members of the Board of Directors and of the Executive Board for
the fiscal year 2015, R$800,000.00 of which to be allocated to the Board of Directors, and
R$2,700,000.00 to the Executive Board, which also includes the advantages and benefits
of any nature that may be granted, adjusted according to the compensation policy
adopted by the Company and that shall be prorated as may be determined by the Board
of Directors.
ITAUTEC S.A. – GRUPO ITAUTEC
SUMMARY MINUTES OF THE ANNUAL SHAREHOLDERS MEETING OF APRIL 29, 2015
page 3
6. To ratify the change of the newspaper for legal publications to “DCI – Diário Comércio,
Indústria & Serviços”, by virtue of discontinuity of circulation of the printed version of the
newspaper “Diário do Comércio”.
PUBLICATION OF THE MINUTES: The publication of the minutes of the Shareholders
Meeting was approved without the names of the attending shareholders as permitted under
Paragraph 2, Article 130, of Law No. 6404/76.
FISCAL COUNCIL: No opinion was issued by the Fiscal Council, since it was not operating.
DOCUMENTS FILED WITH THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS:
the Proposal of the Board of Directors dated March 24, 2015, the Management Reports, the
Audit and Risk Management Committee Reports, the Independent Auditors Reports, and the
Financial Statements of December 31, 2014.
ADJOURNMENT: There being no further business to be transacted, and since no one took
the floor, the meeting was adjourned and these minutes were drawn up, read, approved and
signed by all attending parties. São Paulo (SP), April 29, 2015. (signatures) João Jacó
Hazarabedian - Chairman; Carlos Roberto Zanelato – Secretary; Shareholders: .............
GUILHERME TADEU PEREIRA JÚNIOR
Investor Relations Officer