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Annual Shareholders' Meeting - 04.18.2016 - Minutes
Annual Shareholders' Meeting - 04.18.2016 - Minutes
- BOLSA DE
VALORES, MERCADORIAS E FUTUROS
National Corporate Taxpayers Register (CNPJ) No. 09.346.601/0001-25
State Registration Number (NIRE) 35.300.351.452
Publicly-held Corporation
DATE, TIME AND PLACE: On April 18, 2016, at 11:00 a.m., exceptionally outside the
Companys head office at Rua XV de Novembro, 275, Downtown, in the City of So Paulo,
State of So Paulo.
CALL NOTICE: Call Notice published on March 17, 18 and 19, 2016, in the Official
Gazette of the State of So Paulo (pages 71, 166 and 61, respectively) and on March 17, 18
and 19, 2016, in the Newspaper Valor Econmico (pages C8, B11 and B7, respectively).
PUBLICATIONS: Annual Management Report, Financial Statements relating to the fiscal
year ended on December 31, 2015 accompanied by Notes, Opinion of Ernst & Young
Auditores Independentes S.S. and Report of the Audit Committee published on February 19,
2016, in the Official Gazette of the State of So Paulo (pages 81 to 92) and in the Newspaper
Valor Econmico (pages B13 to B18).
ATTENDANCE: The shareholders representing more than 55.6% (fifty five point six
percent) of the Companys total voting capital were present as verified (i) by the signatures in
the Shareholders Attendance Book and (ii) by the valid remote voting forms received by
the Central Depository of BM&FBOVESPA or directly by the Company under the terms of
CVM regulations. Members of the Companys management and Mrs. Ktia Sayuri T. Kam,
representative of Ernst & Young Auditores Independentes, were also present.
PRESIDING OFFICERS: Mr. Pedro Pullen Parente - Chairman; Mr. Edemir Pinto Secretary; Mr. Luiz Nelson Guedes de Carvalho, Coordinator of the Audit Committee of the
Company; Mr. Daniel Sonder, Chief Financial Officer of the Company; Mrs. Grasiela
Gonalves Cerbino, General Counsel of the Company; Mrs. Maria Elsa Alba Bernhoeft,
Communications, Human Resources and Education Officer of the Company; and Mr. Paulo
Cezar Arago, lawyer of the Company.
AGENDA: (1) To receive Managements annual report, and to receive, review and judge the
Financial Statements as of and for the year ended December 31, 2015; (2) To consider the
proposal on allocation of net income for the year ended December 31, 2015; (3) To elect a
member of the Board of Directors; and (4) To set the aggregate compensation amount
payable in 2016 to members of the Board of Directors and Executive Officers.
RESOLUTIONS: After the reading of the restated voting map of the votes casted by remote
voting form, which was available for consultation by the attending shareholders according to
paragraph 4 of article 21-W of CVM Instruction No. 481/2009, the following resolutions
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
were taken with the abstention of those legally impeded, and the drawing up of these minutes
in the form of a summary and its publication with the omission of the shareholders
signatures were authorized as provided for in article 130, 1 and 2, of Law No. 6404/76:
(1) To approve by majority of the attending shareholders, whereupon 92.93% of votes in
favor, represented by 923,460,685 stocks, and 0.00% of against votes and 7.07% of
abstentions, represented by 70,292,683 stocks, were accounted for, the managers accounts
and Financial Statements relating to the fiscal year ended December 31, 2015, accompanied
by the Notes and the Opinion of Ernst & Young Auditores Independentes.
(2) To approve by unanimous vote of the attending shareholders, whereupon 99.99889% of
votes in favor, represented by 993,742,317 stocks, and 0.00% of against votes and 0.00111%
of abstentions, represented by 11.051 stocks were accounted for, the proposal of allocation of
the net income of the fiscal year ended December 31, 2015 corresponding to
R$2,202,238,045.10, to the dividends accounts, under the following terms:
(i)
R$1,242,614,000.00 to the mandatory dividends account, which amount was already
distributed to the shareholders as intermediary dividends and interest on equity relating to the
fiscal year 2015, in the amount of R$223,581,000.00 and R$1,019,033,000.00, respectively;
and
(ii)
R$959,624,045.10 for the creation of a statutory reserve for investments and
composition of the funds and safeguarding mechanisms of the Company.
(3) To approve by majority of the attending shareholders, whereupon 97.48% of votes in
favor, represented by 968,840,438 stocks, and 2,02% of against votes, represented by
20,011,720 stocks, and 0.49% of abstentions, represented by 4,901,210 stocks were
accounted for, the election under the terms of the Bylaws, of Mr. LARCIO JOS DE
LUCENA COSENTINO, Brazilian, married, electric engineer, bearer of Identity Card (RG)
No. 8.347.779-SSP/SP, enrolled with the Individual Taxpayer Register of the Ministry of
Finance (CPF/MF) No. 032.737.678-39, domiciled in the City of So Paulo, State of So
Paulo, at Avenida Braz Leme, No. 1.631, 2nd floor, to compose the Companys Board of
Directors as Independent Director, with a term of office until the Annual Shareholders
Meeting which approves the financial statements of the fiscal year to end on December 31,
2016.
The investiture of the member of the Board of Directors hereby elected is formalized upon
submission of: (i) the respective instrument of investiture drawn up in the proper book
containing the declarations in compliance with the law and regulations in effect; (ii) the
statement of qualification for the purposes of Article 147 of Law No. 6404/76 and Article 2
of CVM Instruction No. 367/02; and (iii) the declaration of securities held by them and issued
by the Company and its controlled companies of the same group under the terms of Article
157 of Law No. 6404/76.
(4) To approve by majority of the attending shareholders, whereupon 97% of votes in favor,
represented by 964,124,710 stocks, and 2,27% of against votes, represented by 22,407,901
stocks, and 0,73% of abstentions, represented by 7,220,757 stocks, were accounted for, the
fixing of the annual aggregate remuneration of the management for the current fiscal year, in
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
(Continuation of the Annual Shareholders Meeting of BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e
Futuros held on April 18, 2016.)
I certify that these minutes conform with the original drawn up in the proper book.
Edemir Pinto
Secretary
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