ODONTOPREV S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 58.119.199/0001-51
Corporate Registry ID (NIRE) 35.300.156.668
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON APRIL 02nd, 2013
Day, Time and Place: April, 02nd, 2013, at 02:00pm, at the Company´s headquarters
located at Alameda Tocantins, nº 125, 34º floor, city of Barueri, State of São Paulo.
Call notice: (i) Call Notice published on March 01, 04 and 05 on Valor Econômico
(national edition) and March 01, 02 and 05, 2013, on Diário Oficial do Estado de São
Paulo (local edition); and (ii) Financial Statements published on February 27 , 2013 on
Valor Econômico (national edition) and Diário Oficial do Estado de São Paulo (local
edition). The documents required by CVM Instruction 481/2009 were also released to
the market electronically.
Attendance: Holders of approximately 70.51% of the Company´s capital and members
of the administration of the Company attended the meeting, as well as the members of
the Company´s Board of Directors and Fiscal Council, and members of
PriceWaterhouseCoopers Auditores Independentes.
Instatement: Chairman: Luiz Carlos Trabuco Cappi; Secretary: Pedro Whitaker de
Souza Dias.
Agenda: (i) Approve the Company’s Management Report and Financial Statements;
(ii) Approve the Management’s proposal of destination of the net income and dividends
distribution; (iii) Fix the annual global remuneration of the Board of Directors; and (iv)
Elect the members of the Fiscal Council.
Decisions:
(i) By unanimous vote of the attending shareholders, it was approved, with record of
the absence of voting shareholders, the Administration Accounts, Management Report
and Financial Statements along with the Independent Auditors’ opinion regarding the
fiscal year ended on December 31st, 2012;
(ii) By unanimous vote of the attending shareholders it was approved, in the terms of
the Management Proposal, the Company´s Financial Statements and the documents
required by CVM Instruction 481/2009, regarding the destination of 2012 net income of
R$ 145,566,351.19 as follows:
(a) R$7,278,317.56 as Legal Reserve;
(b) Dividends of the Company, which were paid during the fiscal year of 2012:
(b.1) Total amount of R$32,644,522.28 as Interest on Capital, net of tax
R$27,747,843.64, including the amount paid on May 23, 2012 (R$
14,761,148.55), and August 22, 2012 (R$ 9,216,333.15) and November 21,
2012 (R$ 8,667,040.58);
(b.2) the payment of R$85,866,197.61 as interim dividends, including the
amount paid on May 23 (R$27,624,991.68), August 22, 2012
(R$32,734,915.30) and November 21, 2012 (R$25,506,290.63); and
(b.3) the amount above were charged, net of income tax, where applicable, to
the mandatory dividend for the fiscal year 2012, according to the Article 9,
Paragraph 7 of Law No. 9.249/95, item V, and CVM Instruction 207/96 and
paragraph 5 of Article 28 of the Company´s Bylaws, is hereby that, during 2012,
the total shareholder remuneration in the year exceeded the mandatory
dividends according the Company´s Bylaws;
(c) R$41,015,957.94 corresponding to complementary dividends, on top of the
mandatory dividends, which:
(c.1) R$19,777,313.74 paid by the available amount of net income in fiscal year
2012 after the distribution approved in itens (a) and (b) above; and
(c.2) R$21,238,644.20 paid by utilization of a portion of the Company's statutory
reserve, which is the balance register R$96,329,845.69;
(iii) Was approved, by the majority of the votes of the attending shareholders, with
record of the absence of voting shareholders, the limit on the annual global
remuneration of management of R$8,000,000.00 (eight million reais), in accordance
with the management proposal, as released by the Company, required by CVM
Instruction 481/2009, not considering the Company´s stock options plan approved on
April 19, 2017 AGM; and
(iv) By unanimous vote with record of the absence of voting shareholders, was kept the
Company´s Fiscal Council for the fiscal year 2013 and were reelected the following
members: Effectives: (i) Ivan Maluf Junior, brazilian, married, engineer, ID nº
8.832.350 SSP-SP, CPF nº 022.154.758-46, domiciled at Rua Diogo Pereira, nº 1,
Casa 24, São Paulo, State of de São Paulo; (ii) Mario Probst, brazilian, married,
administrator, ID nº 4.475.481 SSP-SP, CPF nº 029.415.318-74, domiciled at Rua
Robélia, nº 614, São Paulo, State of São Paulo; and (iii) Vanderlei Dominguez da
Rosa, brazillian, accountant, ID nº 3026420368 SSP-RS, CPF nº 422.881.180-91,
domiciled at Rua dos Andradas, nº 1.534, cj. 81, Porto Alegre, State of Rio Grande do
Sul. Alternates: (i) Eduardo da Gama Godoy, brazillian, married, accountant, ID nº
1016599811 SSP-RS, CPF nº º 395.416.650-04, domiciled at Rua dos Andradas, nº
1.534, cj. 81, Porto Alegre, State of Rio Grande do Sul; (ii) Sueli Berselli Marinho,
brazillian, married, engineer, ID nº 5733225-3, CPF nº 659.039.948-49, domiciled at
Avenida Nova Cantareira, nº 1.389, apto. 21, city of São Paulo, State of São Paulo;
and (iii) Getúlio Antonio Guidini, brazillian, married, accountant, ID nº 9020912417 –
SJP/, CPF nº 197.189.340-49, domiciled at Rua Guarará, nº 58, apartamento 137, São
Paulo, State of de São Paulo. The effective and alternate members of The Fiscal
Council, will take up their positions from 30 (thirty) days from today, after submit proof
to the Board of Directors, of satisfaction of the requirements of Article 162 of Lei das
S.A., and after signing the Statement of Ownership and terms of adherence to rules of
Novo Mercado of BM&F BOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros, as
applicable. The elected members, declared, under penalty of law, that meet all the
requirements of Article 147 of Lei das S.A. as Company´s Fiscal Council member. In
accordance with the Article 162, Paragraph 3° of Lei das S.A., was approved by the
major of vote, the monthly individual remuneration of the members of Fiscal Council of
10% (ten percent) of the average remuneration of Company´s directors, not including
benefits, representation and participation in the results.
CLOSURE: With no other deliberations, the meeting was suspended for the time
necessary to the drawn up of the minutes. Afterwards, the meeting was reopened and
the minutes were read by the secretary and approved by the present members.
Barueri April 02nd, 2013
Luiz Carlos Trabuco Cappi
Chaiman
Pedro Whitaker de Souza Dias
Secretary