SÃO PAULO ALPARGATAS S.A.
Corporate Taxpayer's ID (CNPJ/MF): 61.079.117/0001-05
Company Registry (NIRE): 35 3000 25 270
Publicly-Held Company
Minutes of the Annual and Extraordinary Shareholders’ Meetings of April 26, 2011.
I – DATE, TIME AND VENUE:
April 26, 2011, at 10:00 a.m. at the Hotel Mercure The Must, located at Rua Funchal, n.°
111, Vila Olímpia, CEP 04551-903, on the city and state of São Paulo.
II – LEGAL PUBLICATIONS:
(a) The Notice to Shareholders was published in the Diário Oficial do Estado de São
Paulo on April 9, 12 and 13, 2011, and in the São Paulo edition of Valor
Econômico newspaper on April 11, 12 and 13, 2011.
(b) The Annual Management Report, Balance Sheet and other Financial Statements,
and Independent Auditors’ Report for the fiscal year ended December 31, 2010,
were published in the São Paulo edition of Valor Econômico on March 21, 2011,
and in the Diário Oficial do Estado de São Paulo on March 22, 2011.
III – QUORUM:
There was a sufficient quorum to permit the installation of the Shareholders’ Meetings
following the First Call.
IV – PRESIDING:
Chairman: Márcio Luiz Simões Utsch; Secretary: Antonio José Mattos Morello. Also
present, at the invitation of the Board of Directors, were: José Roberto Lettiere, the
Company’s Chief Administrative, Financial and Investor Relations Officer, Carla
Schmitzberger, Sandals Business Officer, André Rafael de Oliveira, representing Deloitte
Touche Tohmatsu Auditores Independentes, responsible for auditing the Company’s
financial statements, and the Members of the company’s Fiscal Council, namely Carlos
José Cantú, Adalgiso Fragoso de Faria, Carlos Alberto Nunes, José Ferraz Ferreira Filho
and Jorge Michel Lepeltier.
V – AGENDA:
ANNUAL SHAREHOLDERS’ MEETING:
1. Acknowledgment, discussion and voting of the Annual Management Report,
Financial Statements and Independent Auditors’ Report for the fiscal year ended
December 31, 2010;
2. Approval of the allocation of net income for the fiscal year ended December 31, 2010,
as proposed by Management in the Financial Statements, including ratification of the
payment of interest on equity and dividends, previously resolved by the Board of
Directors for referral to the Annual Shareholders’ Meeting;
3. Election of the Members of the Board of Directors;
4. Election of the Members of the Fiscal Council; and
5. Determination of Management’s overall annual compensation.
EXTRAORDINARY SHAREHOLDERS’ MEETING:
1. Approval of the alterations to the Stock Option Plan;
2. Approval of the alteration of the Company’s name: and
3. Amendment of Article 5 of the Company’s Bylaws to reflect the capital increase from
the capitalization of part of the amount allocated to the investment reserve in 2005.
VI – RESOLUTIONS:
Firstly, the shareholders acknowledged the legal documents related to the Meetings: the
Agenda, Management Report, Balance Sheet and other Financial Statements, Independent
Auditors’ Report and the Board of Directors’ Proposal, as per the Minutes of the Board of
Directors’ Meeting of March 18, 2011, as well as the documents previously filed with the
CVM pursuant to CVM Instructions 480/09 and 481/09.
After presentation of the proposals and discussion of the matters on the Agenda and in the
Board of Directors’ Proposal, relative to the Annual and Extraordinary Shareholders’
Meetings, those present unanimously resolved:
ANNUAL SHAREHOLDERS’ MEETING:
Item 1 on the Agenda – To approve the Management Report, Balance Sheet and other
Financial Statements, Independent Auditors’ Report and Fiscal Council Report for the
fiscal year ended December 31, 2010, thereby ratifying Management’s Acts.
Item 2 on the Agenda – To approve the allocation of net income for the fiscal year ended
December 31, 2010, as proposed by Management in the Financial Statements, in the
amount of R$306,340,633.22 (three hundred and six million, three hundred and forty
thousand, six hundred and thirty-three reais and twenty-two centavos), as follows: (i)
R$131,206,982.03 (one hundred and thirty-one million, two hundred and six thousand,
nine hundred and eighty-two reais and three centavos) to the tax incentive reserve; (ii)
R$63,411,698.83 (sixty-three million, four hundred and eleven thousand, six hundred and
ninety-eight reais and eighty-three centavos) to the payment of interest on equity in the
amount of R$0.174 per common share and R$ 0.191 per preferred share, already paid and
duly subject to withholding income tax, as follows: (a) R$12,011,698.83 (twelve million,
eleven thousand, six hundred and ninety-eight reais and eighty-three centavos) on April
30, 2010, to shareholders of record on March 18, 2010; (b) R$ 20,000,000.00 (twenty
million reais) on June 30, 2010, to shareholders of record on May 21, 2010; (c)
R$15,000,000.00 (fifteen million reais) on September 30, 2010, to shareholders of record
on August 20, 2010; and (d) R$16,400,000.00 (sixteen million, four hundred thousand
reais), part of which on December 21, 2010 and the remainder on February 9, 2011, to
shareholders of record on November 20, 2010; and (iii) R$111,721,952.36 (one hundred
and eleven million, seven hundred and twenty-one thousand, nine hundred and fifty-two
reais and thirty-six centavos) to the investment reserve, to be used for new investments as
per the Capital Budget and to reinforce the Company’s working capital.
Due to the Company’s excellent performance in 2010, the Shareholders ratified the
payment of dividends in the gross amount of R$24,150,000.00 (twenty-four million, one
hundred and fifty thousand reais), from part of the funds allocated to the investment
reserve in 2005, equivalent to R$0.06615595 per common share and R$ 0.07277155 per
preferred share. The benefit will apply to all the Company’s 353,455,880 registered
shares, except the 5,093,220 shares held in treasury. Payment will be effected on May 2,
2011 to shareholders of record on March 25, 2011, and shares will be traded ex-dividends
as of March 28, 2011.
The Shareholders also discussed and unanimously approved the 2011 Capital Budget in
the amount of R$196,625,508.00 (one hundred and ninety-six million, six hundred and
twenty-five thousand, five hundred and eight reais).
Item 3 on the Agenda – The Shareholders then proceeded to elect the sitting and
alternate members of the Company’s Board of Directors for a three-year period ending
with the Annual Shareholders’ Meeting of 2014. On a question of order, the Shareholders
determined that the Board of Directors would consist of 6 (six) sitting members and an
equal number of alternate members. Subsequently, the following persons were elected to
the Board of Directors by the preferred shareholders, pursuant to article 141, paragraph 4,
item II of Law 6404/76 (a) Oscar de Paula Bernardes Neto, Brazilian citizen, married,
chemical engineer, bearer of identity document (RG) no. 7.158.672 SSP-SP, inscribed in
the individual roll of taxpayers (CPF/MF) under no. 037.057.307-20 and domiciled at Rua
José de Cristo Moreira, 110, apto. 71, Real Parque, Morumbi, in the city and state of São
Paulo; and, as his respective alternate, João José Oliveira de Araújo, Brazilian citizen,
single, engineer, bearer of identity document (RG) no. 33.294.091-3 SSP/SP, inscribed in
the individual roll of taxpayers (CPF/MF) under no. 300.692.158-55, and domiciled at
Praça General Gentil Falcão, n.° 108, Brooklin Novo, in the city and state of São Paulo;
by the minority common shareholders, pursuant to article 141, paragraph 4, item I of Law
6404/76, (b) Silvio Tini de Araujo, Brazilian citizen, legally separated, businessman,
bearer of identity document (RG) no. 3.482.808 SSP/SP, inscribed in the individual roll of
taxpayers (CPF/MF) under no. 064.065.488-68, with offices at Rua Joaquim Floriano nº
1.052, 4º andar, conjunto 42, in the city and state of São Paulo; and, as his respective
alternate, Luiz Fonseca de Souza Meirelles Filho, Brazilian citizen, married, economist,
bearer of identity document (RG) no. 4.439.266 SSP/SP, inscribed in the individual roll of
taxpayers (CPF/MF) under no. 500.165.638-91, resident and domiciled at Rua Padre João
Manoel, n.° 1.178, apto 1-A, in the city and state of São Paulo; by the controlling
shareholder: (c) Márcio Garcia de Souza, Brazilian citizen, married, production
engineer, bearer of identity document (RG) no. 035.037.902 SSP-RJ, inscribed in the
individual roll of taxpayers (CPF/MF) under no. 425.539.467-91, and domiciled at Rua
Funchal nº 160, in the city and state of São Paulo, and, as his respective alternate, Marco
Antonio Zangari, Brazilian citizen, married, civil engineer, bearer of identity document
(RG) no. 21.768.106-2 SSP/SP, inscribed in the individual roll of taxpayers (CPF/MF)
under no. 165.772.818-82, and domiciled at Rua Funchal nº 160, in the city and state of
São Paulo, (d) Cláudio Borin Guedes Palaia, Brazilian citizen, married, business
administrator, bearer of identity document (RG) no. 14.339.880-5 SSP/SP, inscribed in
the individual roll of taxpayers (CPF/MF) under no. 176.093.048-24 and domiciled at Rua
Funchal n.° 160, in the city and state of São Paulo, and, as his respective alternate,
Rodrigo Cardoso Barbosa, Brazilian citizen, married, engineer, bearer of identity
document (RG) no. 24.853.502-X SSP/SP, inscribed in the individual roll of taxpayers
(CPF/MF) under no. 251.193.308-00 and domiciled at Rua Funchal, n.° 160, in the city
and state of São Paulo; (e) Fernando Augusto Camargo de Arruda Botelho, Brazilian
citizen, married, business administrator, bearer of identity document (RG) no.
28.972.336-X SSP/SP, inscribed in the individual roll of taxpayers (CPF/MF) under no.
292.540.028-01 and domiciled at Rua Funchal, n.° 160, in the city and state of São Paulo,
and, as his respective alternate, André Pires Oliveira Dias, Brazilian citizen, married,
business administrator, bearer of identity document (RG) no. 30.428.494 SSP/SP,
inscribed in the individual roll of taxpayers (CPF/MF) under no. 219.411.268-55 and
domiciled at Rua Funchal, n.° 160, in the city and state of São Paulo; and (f) Gilberto
Mestriner Stocche, Brazilian citizen, married, business administrator, bearer of identity
document (RG) no. 12.851.719-0 SSP/SP, inscribed in the individual roll of taxpayers
(CPF/MF) under no. 089.203.148-45 and domiciled at Avenida Maria Coelho Aguiar, n.°
215, bloco A, 2° andar, in the city and state of São Paulo; and, as his respective alternate,
Bruno Machado Ferla, Brazilian citizen, married, lawyer, bearer of identity document
(RG) no. 20.871.233-1 SSP/SP, inscribed in the individual roll of taxpayers (CPF/MF)
under no. 165.833.048-05 and domiciled at Rua Funchal, n.° 160, Vila Olímpia, in the
city and state of São Paulo.
As a result, the Company’s Board of Directors, with a mandate until the Annual
Shareholders’ Meeting of 2014, is composed as follows:
Sitting Members
Márcio Garcia de Souza
Claudio Borin Guedes Palaia
Fernando A. C. de Arruda Botelho
Gilberto Mestriner Stocche
Silvio Tini de Araujo
Oscar de Paula Bernardes Neto
and
respective
Alternate Members
Marco Antonio Zangari
Rodrigo Cardoso Barbosa
André Pires Oliveira Dias
Bruno Machado Ferla
Luiz Fonseca de S. Meirelles Filho
João José Oliveira de Araújo
Item 4 on the Agenda: The Chairman proposed that the Shareholders elect the members
of the Fiscal Council, which will be composed of 5 (five) sitting members and an equal
number of alternate members, which they proceeded to do, by a majority vote, pursuant to
the applicable legislation. The controlling shareholder elected: Carlos José Cantú,
Brazilian citizen, married, accounting manager, bearer of identity document (RG) no.
16.259.289-9 SSP/SP, inscribed in the individual roll of taxpayers (CPF/MF) under no.
084.811.928-21 and domiciled at Rua Funchal nº 160, in the city and state of São Paulo,
and, as his respective alternate, Luiz Augusto Klecz, Brazilian citizen, married, lawyer,
bearer of identity document (RG) no. 13.839.119-1 SSP/SP, inscribed in the individual
roll of taxpayers (CPF/MF) under no. 166.070.708-09 and domiciled at Rua Funchal nº
160, in the city and state of São Paulo; Adalgiso Fragoso de Faria, Brazilian citizen,
married, economist, bearer of identity document (RG) no. 2.212.584 SSP/MG, inscribed
in the individual roll of taxpayers (CPF/MF) under no. 293.140.546-91, with offices at
Rua Funchal nº 160, in the city and state of São Paulo, and, as his respective alternate,
Sumiko Jinno Tashiro, Brazilian citizen, married, economist, bearer of identity
document (RG) no. 3.528.251 SSP/SP, inscribed in the individual roll of taxpayers
(CPF/MF) under no. 107.353.728-53, domiciled at Rua Capote Valente, nº 127, apto 61,
in the city and state of São Paulo; and Carlos Alberto Nunes, Brazilian citizen, married,
economist, bearer of identity document (RG) no. 16.152.738 SSP/SP, inscribed in the
individual roll of taxpayers (CPF/MF) under no. 064.945.538-00 and domiciled at Rua
Funchal nº 160, in the city and state of São Paulo, and, as his respective alternate,
Marcelo Lucon, Brazilian citizen, married, lawyer, bearer of identity document (RG) no.
22.696.881 SSP/SP, inscribed in the individual roll of taxpayers (CPF/MF) under no.
165.931.848-37 and domiciled at Rua Funchal nº 160, in the city and state of São Paulo.
The minority common shareholders elected José Ferraz Ferreira Filho, Brazilian
citizen, married, mechanical engineer, bearer of identity document (RG) no. 3.496.394-7
SSP/SP, inscribed in the individual roll of taxpayers (CPF/MF) under no. 250.616.158-91,
resident and domiciled at Rua Pedroso Alvarenga, nº 1062, cj. 187, in the city and state of
São Paulo, and, as his respective alternate, Edmundo de Macedo Soares e Silva Filho,
Brazilian citizen, widower, insurance broker, bearer of identity document (RG) no.
3.084.330-3 SSP/SP, inscribed in the individual roll of taxpayers (CPF/MF) under no.
077.239.118-15, resident and domiciled at Alameda Bragança, nº 332, Condomínio Vale
das Laranjeiras – Itaci, in the city of Indaiatuba, state of São Paulo. The representatives of
the preferred shareholders elected Jorge Michel Lepeltier, Brazilian citizen, separated,
economist and accountant, bearer of identity document (RG) no. 3.919.557 SSP/SP,
inscribed in the individual roll of taxpayers (CPF/MF) under no. 070.190.688-04 and
domiciled at Rua Maria Amália Lopes de Azevedo, nº 957, sala 2, Jardim Tremembé, in
the city and state of São Paulo, and as his respective alternate, Emilio Botelho
Franciscon, Brazilian citizen, married, lawyer, bearer of identity document (RG) no.
7.919.403 SSP/SP, inscribed in the individual roll of taxpayers (CPF/MF) under no.
671.532.678-91 and domiciled at Alameda Corvina, 267 – Residencial 11 – Alphaville, in
the city of Santana de Parnaíba, state of São Paulo. The Fiscal Council’s compensation
was established in accordance with the minimum limit determined by paragraph 3 of
article 162 of Law 6404/76.
Item 5 on the Agenda – Management’s overall compensation was fixed, by a majority
vote, at R$ 14,123,900.00 (fourteen million, one hundred and twenty-three thousand and
nine hundred reais), including the amounts related to benefits and representation
payments, pursuant to article 152 of Law 6404/76.
EXTRAORDINARY SHAREHOLDERS' MEETING:
Item 1 on the Agenda – By a majority vote, the Shareholders approved the Board of
Directors’ proposal to alter to the Company’s Stock Option Plan (“Plan”), in order to: (i)
allow managers of the Company and its subsidiaries to participate in the Plan, with the
consequent amendment of its Clauses 1 and 5; (ii) allow the Board of Directors to create
and approve annual programs at any time of the year, and not only in the first half of each
year, with the consequent amendment of Clause 4 of the Plan; (iii) increase the maximum
number of call options in the Plan to 12,000,000 (twelve million), with the consequent
amendment of its Clause 7; (iv) exclude the monetary restatement of the option strike
price, with the consequent amendment of Clause 8 of the Plan; and (v) alter the option
vesting period to 3 (three) years as of the end of each grace period, as determined in the
Plan, with the consequent amendment of its Clause 9. The alterations will be effective
retroactively, as of the 2010 Annual Program.
Item 2 on the Agenda – The Shareholders approved the change in the Company ‘s name
to Alpargatas S.A., with the consequent amendment of Article 1 of the Company’s
Bylaws which shall now read as follows:
“Article 1 - ALPARGATAS S.A., a corporation organized on April 3, 1907, operates
under its by-laws and Brazilian Law (Corporation).”
Item 3 on the Agenda - The Shareholders approved an increase in the Company’s capital
to R$518,922,083.20 (five hundred and eighteen million, nine hundred and twenty-two
thousand and eighty-three reais and twenty centavos), with the consequent amendment of
the caput of Article 5 of the Company’s Bylaws, which shall now read as follows:
“Article 5 - The paid-in capital is R$518,922,083.20 (five hundred and eighteen million,
nine hundred and twenty-two thousand and eighty-three reais and twenty centavos),
represented by 353,455,880 (three hundred and fifty-three million, four hundred and fiftyfive thousand, eighty hundred and eighty) book entry shares with no par value,
181,524,080 (one hundred and eighty-one million, five hundred and twenty-four thousand
and eighty) of which common shares and 171,931,800 (one hundred and seventy-one
million, nine hundred and thirty-one thousand and eight hundred) preferred shares.
Given all the above, the Shareholders also resolved to consolidate the Bylaws, which shall
now remain in effect, duly consolidated, as in Attachment I hereto.
VII – CLOSURE:
There being no further business to discuss and the floor having been offered and refused,
the Meetings were suspended for the drawing up of these minutes, which were approved
and signed by all those present. The Shareholders also approved the publication if these
Minutes without their signatures.
Shareholders present: Camargo Corrêa S.A., Silvio Tini de Araújo, Bonsucex Holding
Ltda., EWZ Investments LLC - Socopa Sociedade Corretora Paulista S.A., Ascese Fundo
de Investimento em Ações, Dynamo Cougar Fundo de Investimento em Ações, Dybra
Fundo de Investimento em Ações, Dynamo Beton Fundo de Investimento em Ações,
Dynamo Brasil I LLC, Dynamo Brasil II LLC, Dynamo Brasil III LLC, Dynamo Brasil
IV LLC, Dynamo Brasil V LLC, Dynamo Brasil VI LLC, Dynamo Brasil VII LLC,
Dynamo Brasil VIII LLC, Dynamo Brasil IX LLC, Dynamo Brasil XIII LLC, Kemnay
Dybra LLC, Rauta Fundo de Investimento em Ações, TNAD Fundo de Investimento em
Ações, FPRV Dyn Uirapuru Fundo de Investimento em Ações Previdenciário, São
Fernando IV – Fundo de Investimento em Ações, Norges Bank, State of New Mexico
Educational Retirement Board, State of New Mexico State Investment Council, Bell
Atlantic Master Trust, Global X Brazil Consumer ETF, Gothic Corporation, Gothic HSP
Corporation, IBM Diversified Global Equity Fund, Public Employee Retirement System
of Idaho, Russel Investment Company Public Limited Company, SSGA Active Emerging
Markets Small Cap Securities Lending Qib Common Trust Fund, State Street Emerging
Markets, The Brazil Value and Growth Fund, The Duke Endowment, The State Teacher
Retirement System of Ohio, Credit Suisse Hedging-Griffo Corretora de Valores S.A.,
Latam Brasil Long Short, VBI Exclusivo Ações Fundo Inv., Victore Brazil Small Cap
LLC, Latam Long Only LLC, Jorge Michel Lepeltier and José Ferraz Ferreira Filho.
São Paulo Registry of Commerce (JUCESP) registration no. 0.381.659/11-2
This is a free translation of the original minutes filed in the Company’s records.
São Paulo, April 26, 2011.
Márcio Luiz Simões Utsch
Chairman
Antonio José Mattos Morello
Secretary