Fleury S.A.
Public Company
NIRE 35.300.197.534
CNPJ/MF 60.840.055/0001-31
Minutes of Annual Shareholder´s Meeting
held on April 30, 2010
Date, time and place: Held at 10:00 a.m. on April 30, 2010, at the Company’s headquarters,
located in the city of São Paulo, in the state of São Paulo, at Av. General Valdomiro de Lima,
508, Jabaquara.
Convening: Convening notice published in the newspaper “Diário Oficial do Estado de São
Paulo”, on March 15, 16 and 17, 2010, pages 51, 100, 57 respectively, in the newspaper
“Valor Econômico” on March 15, 16 and 19 2010, pages E2, E9 e E5 respectively, and
newspaper “Jornal da Tarde” on March 15, 16 and 17, 2010, pages 16A, 3B, 7B respectively.
Publication: Annual Management Report, the Financial Statements related to the fiscal year
ended December 31, 2009, and the independent auditors’ report were published on March
31, 2010 in the newspaper Diário Oficial do Estado de São Paulo (pages 123-131) and
newspaper Valor Econômico on March 31, 2010 (pages C7-C11). The publication of notices
in the chapeau of Article 133 of Law 6404/76 is waived in view of the provisions of the fifth
paragraph of that article.
Attendance: Shareholders representing 80.12% (eighty, decimal point, twelve percent) of
the capital stock pursuant to the signatures in the Shareholders Attendance Register. In
compliance with the provisions of Article 134, first paragraph of Law No. 6404/76, also
present were members of Company management and Mr. Maurício Pires de Andrade
Resende, representative of Deloitte Touche Tohmatsu Auditores Independentes, the
Company’s independent auditors, entered the CRC nº 1 MG 049699/O2 –“T” SP .
Chair: Mr. Aparecido Bernardo Pereira – Chairman; Mr. Fábio Tadeu Marchiori Gama –
Secretary.
Notice: It is clear to all shareholders, pursuant to Article 289, § 3 of Law 6404/76, the legal
publications of the Company will be held in the Diário Oficial do Estado de São Paulo and
Jornal da Tarde, considering that newspaper Jornal da Manhã ceased publication.
Agenda:
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i)
ii)
iii)
iv)
To acknowledge the management’s accounts, examine, discuss and approve the
Management Report and the Financial Statements, accompanied by the independent
auditors’ report, related to the fiscal year ended December 31, 2009;
To resolve on the allocation of net income of the fiscal year ended December 31, 2009;
To resolve on the proposal for capital budget for fiscal year 2010;
To establish the overall management compensation for fiscal year 2010
Transactions: After examination and discussion of the issues listed on the agenda, the
shareholders present resolved, with the abstention of those legally prevented and on the
forms filed in each case, the following:
(i)
APPROVE fully and without reservations, by all shareholders present at the
Meeting, the management’s accounts, the Management Report and the Financial
Statements, accompanied by the independent auditors’ report, related to the fiscal
year ended December 31, 2009.
(ii)
Net income for the year ended December 31, 2009 was R$ 83,685,000.00
(eighty-three million, six hundred eighty-five thousand reais), which was deducted
(a) the amount of legal reserve of R$ 4,185,000.00 (four million, one hundred
eighty-five thousand reais) and (b) the total value of dividends for the year 2009 of
R$ 44,000,000.00 (forty-four million reais), remaining the value of profit to be
distributed of R$ 35,500,000.00 (thirty-five million, five hundred thousand reais),
which will be used along with the value realization of revaluation reserve of R$
1,165,000.00 (one million, one hundred sixty-five thousand reais), total R$
36,665,000.00 (thirty-six million, six hundred sixty-five thousand reais) for the
establishment of profit reserve for investment and expansion. APPROVE, by all
shareholders present, the use of the balance of net income to profit reserve for
investment and expansion. APPROVE, still, by all that there is no additional
distribution of profits for the fiscal year ended December 31, 2009, in view of that
has been the distribution of interim dividends for the year 2009, totaling R$
44,000,000.00 (forty-four million reais), deliberated in the meeting of the Board of
Directors held on August 12, 2009 and October 13, 2009. RATIFIED and
APPROVE, the distribution of interim dividends for the year 2009, totaling R$
44,000,000.00 (forty-four million reais), values which are charged to the
mandatory dividend.
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(iii)
APPROVE, by all shareholders present the proposed capital budget by the
Management for the financial year 2010 amounting to R$ 207,864,000.00 (two
hundred and seven million, eight hundred sixty-four thousand reais), taking the
following sources: (a) R$ 78,168,000.00 (seventy-eight million, one hundred sixtyeight thousand reais) the profit reserve account for investment and expansion, of
which (i) R$ 41,503,000.00 (forty-one million, five hundred-three thousand reais)
refer to the withholding of income for the year ended on December 12, 2008; (ii)
R$ 36,665,000.00 (thirty-six million, six hundred sixty-five thousand reais) refer to
the withholding of profit reserve for the year ended December 31, 2009, and (b)
R$ 129,696,000.00 (one hundred twenty-nine million, six hundred and ninety-six
thousand reais) from the cash generated by opening of capital of the Company.
The budget proposal approved herein provides for the application of resources in
investment in fixed assets (machinery, equipments, computer systems and other
reforms and renovations).
(iv)
APPROVE, by all shareholders present, the determination of total annual
remuneration of directors for the current year worth up to R$ 8,000,000.00 (eight
million reais), and the Board of Directors define the distribution of grants between
administrators.
Draft and Publication of Minutes: It authorized the drafting of these minutes in summary
form, pursuant to Article 130, paragraph 1 of Law 6.404/76 and its publication without the
signatures of the shareholders present, according to article 130, paragraph 2 of Law
6404/76.
Closure, Drawing, and Approval Signatures: like no one else spoke about other matters,
the Chairman closed the Annual Shareholder´s Meeting, being the Minutes drawn up by the
Secretary, which deals was approved by all present. AA. Chair: Chairman, Mr. Aparecido
Bernardo Pereira; Secretary, Mr. Fabio Tadeu Marchiori Gama. Shareholders: 1) Integritas
Participações S.A., p. Aparecido Bernardo Pereira; 2) Aparecido Bernardo Pereira; 3) Mauro
Silvério Figueiredo; 4) José Gilberto Henriques Vieira, p. Aparecido Bernardo Pereira; 5)
Marcio Serôa de Araújo Coriolano, p. Aparecido Bernardo Pereira; 6) Acadian Emerging
Markets Equity II Fund, LLC; 7) American Funds Insurance Series - Global Small
Capitalization Fund; 8) Artisan Emerging Markets Fund; 9) Artio International Equity Fund;
10) College Retirement Equities Fund; 11) Commonwealth of Pennsylvania Public School
Employees Retirement System; 12) Delaware Investments Global Funds PLC; 13) Elfun
Diversified Fund; 14) Fidelity Overseas Fund; 15) Fidelity International Disciplined Equity
Fund; 16) Fidelity Global Disciplined Equity Fund; 17) Fidelity Institutional Funds ICVC –
Select Emerging Markets Equities Fund; 18) Forward Emerging Markets Fund; 19) Ge Asset
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Management Canada Fund - Emerging Markets Equity Section; 20) Ge Funds; 21) Ge
Institutional Funds; 22) Ge Investments Funds, Inc.; 23) John Hancock Trust Core Allocation
Plus Trust; 24) John Hancock Trust Health Sciences Trust; 25) Lucent Technologies Inc.
Master Pension Trust; 26) Massmutual Select Small Cap Growth Equity Fund; 27) MFS
Diversified Target Return Fund; 28) MFS International New Discovery Fund; 29) MFS
Meridian Funds - Emerging Markets Equity Fund; 30) MFS Meridian Funds - Latin American
Equity Fund; 31) MFS Variable Insurance Trust II - MFS Emerging Markets Equity Portfolio;
32) MFS Variable Insurance Trust II – MFS New Discovery Portfolio; 33) MFS Variable
Insurance Trust – MFS New Discovery Series; 34) MML Small Cap Growth Equity Fund; 35)
Northwestern Mutual Series Fund, Inc. - Emerging Markets Equity Portfolio; 36) Ohio
National Fund. Inc; 37) Ontario Teachers Pension Plan Board; 38) Optimum Fund Trust Optimum Small-mid Cap Growth Fund; 39) Pyramis Group Trust for Employee Benefit Plans;
40) Pyramis Select Emerging Markets Equity Trust; 41) Raytheon Company Master Trust;
42) Smallcap World Fund. Inc.; 43) T. Rowe Price Funds Sicav; 44) T. Rowe Price
International Funds: T. Rowe Price Latin American Fund; 45) T. Rowe Price Health Sciences
Fund, Inc.; 46) T. Rowe Price Health Sciences Portfolio; 47) Teacher Retirement System of
Texas; 48) The Boeing Company Employee Retirement Plan Master Trust; 49) The Boston
Company Emerging Markets Core Equity Fund; 50) Wasatch Global Opportunities Fund; 51)
Wasatch International Growth Fund; 52) Wasatch International Opportunities Fund; 53)
Wasatch Global Science and Technology Fund; 54) Wasatch Emerging Markets Small Cap.
Fund; 55) Wellington Trust Company N.A.; - shareholders numbered 6-55 are represented
by Dr. Antonio de Almeida e Silva; 56) Ewaldo Mario Kulmann Russo.
As per the original, drafted in the official book.
São Paulo, April 30, 2010.
Chair:
Aparecido Bernardo Pereira
Chairman
Fabio Tadeu Marchiori Gama
Secretary
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Shareholders:
Integritas Participações S.A.
p. Aparecido Bernardo Pereira
Aparecido Bernardo Pereira
Mauro Silvério Figueiredo
José Gilberto Henriques Vieira
p. Aparecido Bernardo Pereira
Marcio Serôa de Araújo Coriolano
p. Aparecido Bernardo Pereira
Ewaldo Mario Kulmann Russo
Acadian Emerging Markets Equity II Fund, LLC;
American Funds Insurance Series - Global Small Capitalization Fund;
Artisan Emerging Markets Fund;
Artio International Equity Fund;
College Retirement Equities Fund;
Commonwealth of Pennsylvania Public School Employees Retirement System;
Delaware Investments Global Funds PLC;
Elfun Diversified Fund;
Fidelity Overseas Fund;
Fidelity International Disciplined Equity Fund;
Fidelity Global Disciplined Equity Fund;
Fidelity Institutional Funds ICVC – Select Emerging Markets Equities Fund;
Forward Emerging Markets Fund;
Ge Asset Management Canada Fund - Emerging Markets Equity Section;
Ge Funds;
Ge Institutional Funds;
Ge Investments Funds, Inc.;
John Hancock Trust Core Allocation Plus Trust;
John Hancock Trust Health Sciences Trust;
Lucent Technologies Inc. Master Pension Trust;
Massmutual Select Small Cap Growth Equity Fund;
MFS Diversified Target Return Fund;
MFS International New Discovery Fund;
MFS Meridian Funds - Emerging Markets Equity Fund;
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MFS Meridian Funds - Latin American Equity Fund;
MFS Variable Insurance Trust II - MFS Emerging Markets Equity Portfolio;
MFS Variable Insurance Trust II – MFS New Discovery Portfolio;
MFS Variable Insurance Trust – MFS New Discovery Series;
MML Small Cap Growth Equity Fund;
Northwestern Mutual Series Fund, Inc. - Emerging Markets Equity Portfolio;
Ohio National Fund. Inc;
Ontario Teachers Pension Plan Board;
Optimum Fund Trust - Optimum Small-mid Cap Growth Fund;
Pyramis Group Trust for Employee Benefit Plans;
Pyramis Select Emerging Markets Equity Trust;
Raytheon Company Master Trust;
Smallcap World Fund. Inc.;
T. Rowe Price Funds Sicav;
T. Rowe Price International Funds: T. Rowe Price Latin American Fund;
T. Rowe Price Health Sciences Fund, Inc.;
T. Rowe Price Health Sciences Portfolio;
Teacher Retirement System of Texas;
The Boeing Company Employee Retirement Plan Master Trust;
The Boston Company Emerging Markets Core Equity Fund;
Wasatch Global Opportunities Fund;
Wasatch International Growth Fund;
Wasatch International Opportunities Fund;
Wasatch Global Science and Technology Fund;
Wasatch Emerging Markets Small Cap. Fund;
Wellington Trust Company N.A.
p. Dr. Antonio de Almeida e Silva
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