CETIP SA : Cetip files the Minutes of the Board of Directors
05/09/2012| 08:25pm US/Eastern
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Minutes of Ordinary Board of Directors' Meeting No.
06/A/2012, from May 09, 2012
CETIP S.A. - MERCADOS ORGANIZADOS
Corporate Taxpayer's ID (CNPJ) no. 09.358.105/0001-91
Corporate Registry ID (NIRE): 33.300.285.601
MINUTES OF ORDINARY BOARD OF
DIRECTORS' MEETING
No. 06/A/2012
Held on May 09, 2012
On May 09, 2012 at 09:00 A.M. the Board of Directors of CETIP
S.A. - MERCADOS ORGANIZADOS held an ordinary meeting chaired
by Mr. Edgar da Silva Ramos with Mr. Francisco Carlos Gomes
serving as secretary and the attendance of Messers David
Scott Goone, Roberto de Jesus Paris, Gilson Finkelsztain,
Pedro Paulo Mollo Neto, Luiz Otávio Matias, Ary Oswaldo
Mattos Filho, Robert Taitt Slaymaker and João Carlos Ribeiro.
Mr. Alkimar Ribeiro Moura was absent for reasons explained to
the Board.
Call: Called electronically as provided in Article 25,
paragraph 4 of the Company's Bylaws.
By unanimous vote of those present, these minutes were
authorized to be drawn up in summary format. The resolutions
were made by unanimous vote of those present based on the
supporting documents (appended) that are filed at the
Company's headquarters.
Agenda:
1. Election of Executive Officers
2. Appreciate and resolve on the Financial Statements for the
quarter ended March 31,
2012
3. Appreciate and resolve on the proposed capital stock
increase due to the capitalization of a portion of the
special goodwill reserve and issue of subscription rights to
the Company's remaining shareholders
Minutes of Ordinary Board of Directors' Meeting No.
06/A/2012, from May 09, 2012
4. Other Matters
a) Approval of the Trading Securities Policy issued by the
Company;
b) Appreciate of the amendments to the Company's Operating
Rules and Regulations.
Resolutions:
1. Election of Executive Officers
Under the terms of Article 43 of the Company's Bylaws, the
Board approved the reelection of Executive Officers for a new
term of office of three (03) years, which ends on May 9,
2015. The elected members will continue to exercise its
functions under the following roles:
(i) Mr. Luiz Fernando Vendramini Fleury, Brazilian,
married, business administrator, bearer of identification
card no. 75619 issued by CRA/AP, enrolled in the individual
taxpayers' registry (CPF/MF) under no. 036.577.328-02, with
offices at Avenida Brigadeiro Faria Lima, nº 1.663, 2º andar,
Jardim Paulistano, São Paulo, São Paulo State, as Chief
Executive Officer; (ii) Mr. Francisco Carlos
Gomes, Brazilian, living in a civil union, business
administrator, bearer of Identity Card (RG) no. 6.488.432-6,
issued by SSP/SP, enrolled in the individual taxpayers'
registry (CPF/MF) under no. 949.862.078-49, with offices at
Avenida Brigadeiro Faria Lima, nº 1.663, 2º andar, Jardim
Paulistano, São Paulo, São Paulo State, as Corporate, Finance
and Investor Relations Chief Executive Officer ; (iii)
Mr. Wagner Anacleto, Brazilian, married, business
administrator, bearer of Identity Card (RG) no. 11.882.641
issued by SSP/SP, enrolled in the individual taxpayer's
registry (CPF/MF) under no. 042.483.058-28, as Operations
Officer of CETIP Business Unit; (iv) Mr.
Maurício Rebouças, Brazilian, married, mathmetician, bearer
of identification card no. 04676207-6 issued by IFP/RJ,
enrolled in the individual taxpayers' registry (CPF/MF) under
no. 785.287.477-00, with offices at Avenida República do
Chile, 230, 11º andar, Centro, Rio de Janeiro, Rio de Janeiro
State, as Technology Officer of CETIP Business; (v)
Mr. Carlos Eduardo Ratto Pereira, Brazilian, married,
business administrator, bearer of Identity Card (RG) no.
21.936.725-5, issued by SSP/SP, enrolled in the individual
taxpayers' registry (CPF/MF) under no. 097.844.888-09, with
offices at Avenida Brigadeiro Faria Lima, nº 1.663, 2º andar,
Jardim Paulistano, São Paulo, São Paulo State, as Commercial
and Products Officer of CETIP Business Unit and Marketing and
Communications Officer; (vi) Mr. Carlos Cesar
Menezes, Brazilian, married, business administrator, bearer
of Identity Card (RG) no. 11.405.173-2, issued by SSP/SP,
enrolled
Minutes of Ordinary Board of Directors' Meeting No.
06/A/2012, from May 09, 2012
in the individual taxpayers' registry (CPF/MF) under no.
043.986.008-33, with offices at Avenida Brigadeiro Faria
Lima, nº 1.663, 2º andar, Jardim Paulistano, São Paulo, São
Paulo State, as Self-Regulation Officer; (vii) Mr. Roberto
Dagnoni, Brazilian, married, accountant, bearer of Identity
Card (RG) no. 3253300, issued by SSP/SC, enrolled in the
individual taxpayer's registry (CPF/MF) under no.
920.122.489-34, with offices at Rua Dib Sauaia Neto, nº 227,
Centro de Apoio I, Alphaville, Santana do Parnaíba, São Paulo
State, as GRV Business Unit Executive Vice President and New
Business Officer; (viii) Mr. Mauro Negrete, Brazilian,
married, physicist, bearer of Identity Card (RG) no. 6172434,
issued by SSP/SP, enrolled in the individual taxpayer's
registry (CPF/MF) under no. 938.664.708-78, with offices at
Rua Dib Sauaia Neto, nº 227, Centro de Apoio I, Alphaville,
Santana do Parnaíba, São Paulo State, as Operations and
Technology Officer of GRV Business Unit; (ix) Mr. Giovanni de
Mello Viotti, Brazilian, married, electronics technician,
bearer of Identity Card (RG) no. MG2598869, issued by SSP/MG,
enrolled in the individual taxpayer's registry (CPF/MF) under
no. 509.594.176-72, with offices at Rua Dib Sauaia Neto, nº
227, Centro de Apoio I, Alphaville, Santana do Parnaíba, São
Paulo State, as Institutional Relations Officer of GRV
Business Unit and (x) Mr. Reinaldo Rabelo de Morais Filho,
Brazilian, married, lawyer, bearer of Identity Card no.
132.365, issued by OAB/RJ, enrolled in the individual
taxpayer's registry (CPF/MF) under no. 794.501.995-15, with
offices at Rua Dib Sauaia Neto, nº 227, Centro de Apoio I,
Alphaville, Santana do Parnaíba, São Paulo State, as
Institutional Relations Co-Officer of GRV Business Unit.
2. Appreciate and resolve on the Financial Statements for the
quarter ended March 31,
2012
Mr. Francisco Carlos Gomes presented to the other members of
the Board of Directors the Financial Statements for the
period ended March 31, 2012 and the respective budget
follow-up.
The members of the Board of Directors examined and approved
the Financial Statements for the period and the respective
budget follow-up.
3. Appreciate and resolve on the proposed capital stock
increase due to the capitalization of a portion of the
special goodwill reserve and issue of subscription rights to
the Company's remaining shareholders
Mr. Francisco Carlos Gomes presented to the other members of
the Board of Directors the proposal for the Company's capital
stock increase due to the capitalization of a portion of the
special goodwill reserve and the proposed issue of
subscription rights to the remaining shareholders, in the
following terms:
Minutes of Ordinary Board of Directors' Meeting No.
06/A/2012, from May 09, 2012
a) capitalization of a portion of the special goodwill
reserve under the terms of CVM Instruction 319/99, equal to
30% of the tax benefit earned in 2011 due to goodwill
amortization, in the amount of R$ 4,011,753.24 (four million,
eleven thousand, seven hundred fifty-three reais and
twenty-four centavos), with issue of 150,197 (one hundred
fifty thousand, one hundred ninety seven) common shares, with
no par value to the investment funds that succeed Advent
Securities. As established in the Protocol and Justification
of Merger of Advent Depository from September 16, 2009, the
issue price was established based on the average closing
share price in the twenty-one trading days prior to the close
of the fiscal year, resulting in the amount of R$ 26.71
(twenty-six reais and seventy one centavos) per share;
b) capitalization of a portion of the special goodwill
reserve under the terms of CVM Instruction 319/99, equal to
70% of the tax benefit earned in 2011 due to goodwill
amortization, in the amount of R$ 9,360,757.57 (nine million,
three hundred sixty thousand, seven hundred fifty-seven reais
and fifty-seven centavos), without the issue of new
shares.
Due to the capital stock increase with issue of shares to the
investment funds that succeed Advent Securities, the
preference right will be guaranteed to the Company's other
shareholders, in accordance with article 171, paragraph 2, of
Law 6,404/76. The investment funds that succeed Advent
Securities shall subscribe and paid-in, in cash, the total
amount of R$ 4,011,753.24 related to the capital increase, by
using the credits, and thus no un-subscribed shares shall
remain. If any shareholder shows interest in exercise his
subscription right, the amount of money paid by him shall be
transferred to the investment funds that succeed Advent
Securities. The subscription rights shall be issued based on
the shareholding position on May 14, 2012 at the ratio of
0.00058923 new shares for every share held (0.058923%),
ignoring fractions, at a subscription price of R$ 26.71
(twenty-six reais and seventy one centavos) per share per
share. As of May 15,
2012, the shares will be traded ex-rights.
Subscription rights may be traded on the stock exchange.
Shareholders may exercise their subscription right for a
period of 30 (thirty) days, from
May 18 until June 18, 2012.
Minutes of Ordinary Board of Directors' Meeting No.
06/A/2012, from May 09, 2012
Should the holder of subscription rights, for any reason, not
have a sufficient number of subscription rights to receive a
whole number of shares, the fractions will be ignored as the
difference cannot be paid up.
After presenting the relevant information, the Board approved
and homologated the Company's capital stock increase within
the authorized capital limit in its Bylaws in the amount of
R$ 13,372,510.81 (thirteen million, three hundred seventy-two
thousand, five hundred ten reais and eighty-one centavos)
through the issue of 150,197 (one hundred fifty thousand, one
hundred ninety-seven) common shares. The issued shares will
enjoy equal rights and conditions in all benefits, including
any dividends and capital remuneration that may be approved
by the Company.
Thus, the Company's subscribed capital stock increased from
R$ 292,824,429.70 (two hundred ninety-two million, eight
hundred twenty-four thousand, four hundred twenty- nine reais
and seventy centavos) divided into 254,902,320 (two hundred
fifty-four million, nine hundred two thousand, three hundred
twenty) common shares with no face value to R$ 306,196,940.51
(three hundred six million, one hundred ninety-six thousand,
nine hundred forty reais and fifty-one centavos) divided into
255,052,517 (two hundred fifty- five million, fifty-two
thousand, five hundred seventeen) common shares with no face
value.
4. Other Matters
a) Approval of the Trading Securities Policy issued by the
Company
The Board members reviewed and approved the Trading
Securities Policy issued by the
Company.
b) Appreciate of the amendments to the Company's Operating
Rules and Regulations
The Board members analyzed and approved the main amendments
to Company's
Operating Rules and Regulations made in the period.
Minutes of Ordinary Board of Directors' Meeting No.
06/A/2012, from May 09, 2012
Closure, Drawing up of Minutes, Approval and Signature
There being no further business to discuss ,the Chairman took
the opportunity to make a special thanks to Mr. Paulo Eduardo
de Souza Sampaio, Flavio Benício Jansen Ferreira, Marco
Antônio Sudano and Reinaldo Pereira da Costa Rios for
services rendered as members of the Board of Directors, been
followed by all present.
After the tribute, offered the floor to any who may have been
interested, and, no manifestation, the meeting was closed,
drawing up theses Minutes, which were read, approved and
signed by all Members present.
Original Minutes signed by Board members: Edgar da Silva
Ramos, David Scott Goone, Roberto de Jesus Paris, Gilson
Finkelsztain, Pedro Paulo Mollo Neto, Luiz Otávio Matias, Ary
Oswaldo Mattos Filho, Robert Taitt Slaymaker and João Carlos
Ribeiro.
I hereby declare that this is a true and faithful copy of the
minutes of the meeting, which has been entered in the
appropriate registration book.
São Paulo, May 09, 2012.
Francisco Carlos Gomes
Secretary
(Last page of the Minutes of Ordinary Board of Directors'
Meeting, held on May 09, 2012))
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