PLASCAR PARTICIPAÇÕES INDUSTRIAIS S.A.
Publicly-held Company
Corporate Taxpayer’s ID 51.928.174/0001-50
MATERIAL FACT
Plascar Participações Industriais S.A. (“Company”), pursuant to Instruction 358/02 of
the Brazilian Securities and Exchange Commission (“CVM”), hereby informs its
shareholders and the market in general that an Extraordinary Shareholders’ Meeting
held on this date approved the following matters, among others:
(i) Amendment in the terms and conditions of the stock option plan that had been
approved by the Company’s Extraordinary Shareholders’ Meeting held on July 5, 2007,
pursuant to the draft available at the Company’s headquarters and on the websites of
CVM (www.cvm.gov.br) and BM&F Bovespa S.A. – Bolsa de Valores, Mercadorias e
Futuros (www.bmfbovespa.com.br), so that the total number of shares to be granted to
the current beneficiaries increased from 483,899 shares to 1,451,671 common
Company’s common shares;
The amendment above will be subject to the cancellation of the options granted by the
Company pursuant to the share purchase option grant, which has also been approved on
July 5, 2007, so that the capital reserve that had been constituted for said option plan
can be used to amortize accumulated losses, pursuant to article 200, I, of Law 6404/76.
(ii) Institution of a new share grant plan (“Grant Plan”), whose drafts are available at
the Company’s headquarters and on the websites indicated in item (i) above, for the
grant of 10,817,972 Company’s common shares (“Shares”), in accordance with the
main terms that follow:
(a) the following executives (“Beneficiaries”) were indicated as beneficiaries of the
Grant Plan and the total number of shares to be granted to them has been defined
as follows: (i) André Cambauva do Nascimento – 8,321,517 shares; (ii) Gordiano
Pessoa Filho – 1,664,303 shares; and (iii) José Donizete da Silva – 832,152 shares;
(b) the grant of the Shares will be subject to a total vesting period of 5 years as of the
date in which each Beneficiary signs the respective grant term. It will be
incumbent upon the Company’s Board of Directors to take all the measures so
that, at the end of each year of said vesting period, 20% of their total shares be
transferred to each Beneficiary, totaling 100% shares at the end of the 5-year
period;
(c) the Shares will be able to be traded by Beneficiaries as soon as they are transferred
by the Company, provided that the Beneficiaries observe the restrictions set forth
in the prevailing legislation and in the Company's Disclosure Policy; and
(d) in case of termination, the Beneficiary will lose the rights to the Shares that have
not yet been transferred. "Termination” is understood as any act or fact, whether
Text_SP 3657542v1 6748/9
justified or not, that ends the relationship between the Beneficiary and the
Company or its subsidiaries, comprising, among other hypotheses, removal from
office, replacement or non re-election as manager, termination of the employment
contract or retirement.
(iii) In relation to the share grant plans described in items i and ii above, withholding
income tax and social security contributions arising from the participation of
beneficiaries in said plans should be paid by the incumbent party, pursuant to the
applicable legislation. Regarding income tax; however, the Company will make all the
applicable payments and beneficiaries will reimburse it within two (2) years as of the
respective payment date.
(iv) Transfer of the Company’s headquarters from Avenida Amélia Latorre, 11, sala 8,
Bairro Retiro, in the city of Jundiaí, São Paulo State, to Km 104,5 da Rodovia
Anhanguera, loteamento fechado Techno Park, na Avenida Pierre Simon de Laplace,
965, módulos B1, B2, B3, B4, C1 e C2 do Condomínio Industrial Unic - sala 2 do
módulo B1, in the city of Campinas, São Paulo state.
Jundiaí, April 14, 2011
Gordiano Pessoa Filho
Investor Relations Officer
Text_SP 3657542v1 6748/9