EUCATEX S.A. INDÚSTRIA E COMÉRCIO EUCATEX S/A - INDÚSTRIA E COMÉRCIO PUBLICLY HELD COMPANY
Corporate Taxpayer ID (CNPJ/MF): 56.643.018/0001-66 Company Registry (NIRE): 35300028015
MINUTES OF THE ANNUAL SHAREHOLDERS' MEETING
HELD ON APRIL 25, 2017
DATE, TIME AND VENUE: On April 25, 2017, at 9:00 a.m., at the registered office located at Av. Presidente Juscelino Kubitschek, 1830 - Torre I - 11º andar - Vila Nova Conceição, in the city and state of São Paulo.
ATTENDANCE: The Annual Shareholders' Meeting was held, as per the signatures in the Shareholders' Attendance Book. The Management of the Company is represented by its Controller Sérgio Henrique Ribeiro and the independent auditors BDO RCS Auditores Independentes by Mr. Ronaldo Silva dos Santos, registered in the Regional Accounting Council (CRC/SP) under no. SP-228140/0-4.
PRESIDING BOARD: Chairman - Mr. Otávio Maluf, Secretary - Mr. Flávio Maluf.
PUBLICATIONS: The Management Report, Financial Statements and Independent Auditor's Report for the fiscal year ended December 31, 2016 were published on March 23, 2017 in the newspaper Valor Econômico, on pages E3/E6 and in the State Register Diário Oficial Empresarial do Estado de São Paulo on pages 144/52, respectively. Call Notice was published in the State Register Diário Oficial do Estado de São Paulo, Business Section, on April 8, 11 and 12, 2017, on pages 61, 48 and 58, respectively, and in the newspaper Valor Econômico, on April 8, 9 and 10, and 11 and 12, 2017, on pages E3, E6 and E5, respectively.
AGENDA: 1) To consider and vote on the Management Report, Financial Statements and Independent Auditor's Report for the fiscal year ended December
31, 2016; 2) To establish the overall annual compensation of the managers of the Company; 3) To elect the members and alternate members of the Audit Board; and 4) To consider and vote on the proposal for the allocation of net income for the fiscal year ended December 31, 2016.
RESOLUTIONS: The following resolutions were approved unanimously by the shareholders present, with the abstention of those impeded from voting: ITEM (1): To receive the management accounts, examine, discuss and approve the Financial Statements and Management Report for the fiscal year ended December 31, 2016, duly accompanied by the Independent Auditor's Report. ITEM (2): The shareholders present unanimously decided to establish the overall annual compensation of the managers of the Company for fiscal year 2017 at ten million reais (R$10,000,000.00). ITEM (3): By request of the shareholders present, the proposal for installation of the Audit Board was submitted to the meeting and approved by majority vote. Sitting Audit Board Members: (3.1) SIMONE CARRERA, Brazilian, single, advertisement professional and business administrator, Identification Document (RG) no. 18.899.564-X-SSP/SP and Individual Taxpayer ID (CPF/MF) no. 112.254.638-66, domiciled at Rua Diogo Jacome, 518 - apto.62 - Bloco II - São Paulo/SP - CEP. 04512-001; (3.1.2) ALVARO ALEXANDRE BUZAID, Brazilian, married, industry owner, Identification Document (RG) no. 8.956.502-SSP/SP, Individual Taxpayer ID (CPF/MF) no. 013.815.458-90, domiciled at Rua Professor Luciano Gualberto,111 - Morumbi - São Paulo - SP - CEP. 05655-010; (3.1.3) MARCOS ROBERTO DE OLIVIEIRA,
Brazilian, business administrator, resident at Alameda das Palmeiras, 781, apto.
101 - Parque Faber I - São Carlos/SP - CEP. 13561-353, Identification Document (RG) no. 33.520.544-6-SSP/SP; (3.1.4) MARCELLO JOAQUIM PACHECO, Brazilian, married, lawyer, Identification Document (RG) no. 18.975.204-SSP/SP and Individual Taxpayer ID (CPF/MF) no. 112.459.108-76, resident and domiciled at Rua Jacarandá, 121 - Chácaras Bela Vista - Mairiporã/SP - CEP. 07600-970 - Cx. Postal 185; and (3.1.5) MURICI DOS SANTOS, Brazilian, married, lawyer, Identification Document (RG) no. 28.202.126-7-SSP/SP and Individual Taxpayer ID (CPF/MF) no. 248.933.788-21, resident and domiciled at Estrada Sarkis Tellian, 836 - Bairro Santa Inês - Mairiporã - SP - CEP. 07600-000 - State of São Paulo. Alternate Audit Board Members: (3.2) FREDDY RABBAT, Brazilian, married, engineer, Identification Document (RG) no. 10.384.416-8-SSP/SP and Individual Taxpayer ID (CPF/MF) no. 063.172.878-30 Av. Lopes de Azevedo, 166 - São Paulo/SP - CEP. 05603- 000; (3.2.1) ELAINE APARECIDA ALIBA, Brazilian, married, business
administrator, Identification Document (RG) no. 16.224.483-6-SSP/SP and Individual Taxpayer ID (CPF/MF) no. 088.825.868-20, resident and domiciled at Rua Tuim, 101 - Apto. 703 - Vila Uberabinha - São Paulo/SP - CEP. 04514-100; (3.2.3) MADALENA SPINAZZOLA, Brazilian, business administrator, resident at Rua Gassipós, 66 - Vila Mariana - São Paulo/SP - CEP. 04019-090, Identification Document (RG) no. 23.818.159-5-SSP/SP and Individual Taxpayer ID (CPF/MF) no. 206.248.308-29; (3.2.4) LUIS ANTÔNIO ESTEVES NOEL,
Brazilian, married, accountant, Identification Document (RG) no. 05.569.082-o- IFP/JR and Individual Taxpayer ID (CPF/MF) no. 013.139.287-55, resident and domiciled at SQW, 305 - Bloco J - Apto. 109 - Sudoeste - Brasília-DF - CEP. 70673-461; and (3.2.5) RENATO VENICIUS DA SILVA, Brazilian, single,
accountant, Identification Document (RG) no. 46.732.494-3-SSP and Individual Taxpayer ID (CPF/MF) no. 369.879.408-00, resident and domiciled at Rua Shiguemi Aiacyda, 226 - Mairiporã-SP - CEP. 07600-000. The members hereby elected will serve until the Annual Shareholders' Meeting to be held by April 30, 2018, and have declared that they have not been convicted of any of the crimes envisaged in law that prevent them from exercising business activities. The shareholder Public Employees Retirement System Of Ohio voted against the installation of the Audit Board and the other shareholders abstained from voting. ITEM (4): The shareholders present approved, by unanimous vote, with the abstention of those impeded from voting, the Proposal for Allocation of the Net Income recorded in the financial statements as of December 31, 2016. The proposal is that the net income for the fiscal year ended December 31, 2016, corresponding to thirty-three million, five hundred seventy-six thousand, five hundred thirty-four reais and twenty-five centavos (R$33,576,534.25) shall be allocated as follows: (4.1) Accrual of the Legal Reserve in the amount of one million, six hundred seventy-eight thousand, eight hundred twenty-six reais and seventy-one centavos (R$1,678,826.71); (4.2) Realization of asset valuation adjustment and revaluation reserve in the amount of two million, nine hundred fifty-three thousand, three hundred twenty reais and forty-three centavos (R$2,953,320.43); (4.2) Payment of minimum mandatory dividends to be made by the end of fiscal year 2017, at the Company's discretion, in the amount of four million, seven hundred seventy-three thousand, four hundred sixty-five reais and twenty-eight centavos (R$4,773,465.28), equivalent to R$0.048597 per common share and to R$0.053458 per preferred share. The shares issued by the Company will be traded ex-dividends as of April 26, 2017; (4.4) Unrealized profit reserves in the amount of fifteen million, seven hundred fifty-seven thousand, one hundred sixty-six reais and eighty-three centavos (R$15,757,166.83); and
(4.5) Accrual of a Bylaws reserve for expansion and investments in the amount of fourteen million, three hundred twenty thousand, three hundred ninety- five reais and eighty-five centavos (R$14,320,395.85). AUTHORIZATION: The publication of these minutes without the signatures of shareholders is hereby authorized, pursuant to paragraph 2, article 130 of Federal Law 6,404/76. CLOSURE: There being no further business to discuss, the Chairman adjourned the meeting for the time required to draw up these minutes, which were then read, approved and signed by all those present. (sgd.) OTÁVIO MALUF - Chairman of the meeting. (sgd.) FLÁVIO MALUF - Secretary. (sgd.) OTÁVIO MALUF; (sgd.) Flávio Maluf; (sgd.) PAULO SALIM MALUF; (sgd.) PASAMA PARTICIPAÇÕES S/C. LTDA; (sgd.) BRASCORP PARTICIPAÇÕES LTDA; (sgd.) GRANDFOOD INDÚSTRIA E COMÉRCIO LTDA; (sgd.) PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO; (sgd.) DGIA EMERGING MARKETS EQUITY FUND LP; (sgd.) IBM DIVERSIFIED GLOBAL EQUITY FUND; (sgd.) OMERS ADMINISTRATION CORPORATION; (sgd.) TEACHER RETIREMENT SYSTEM OF TEXAS; (sgd.) THE GOVERNMENT OF THE PROVINCE OF ALBERTA; (sgd.) THE PENSIONS RESERVES INVESTMENT MANAGEMENT BOARD; (sgd.) UTAH STATE RETIREMENT SYSTEMS; (sgd.) AXA SWISS INSTITUTIONAL FUND - EQUITIES GLOBAL EX SWITZERLAND; (sgd.) ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND LLC; (sgd.) BRAVIA BRAZIL LLC - BNY MELLON SERVIÇOS FINANCEIROS DTVM S/A; (sgd.) BRAVIA CAPITAL INVESTIMENTOS LTDA; (sgd.) BRAVIA MASTER FUNDO DE INVESTIMENTO DE AÇÕES; (sgd.) MURICI DOS SANTOS. I certifythat this is a true copy of the original minutes drawn up in the Company's records.
São Paulo, April 25, 2017
FLÁVIO MALUF
Secretary
Eucatex SA Indústria e Comércio published this content on 25 April 2017 and is solely responsible for the information contained herein.
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