SHAREHOLDERS’ MEETING
MANUAL FOR SHAREHOLDERS’
PARTICIPATION
ANNUAL AND EXTRAORDINARY
GENERAL MEETINGS
APRIL/2014
ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
TABLE OF CONTENTS
Items
Page
Message from the Chairman .................................. 03
Message from the Company’s Legal Department ................ 04
Invitation ................................................. 05
Issues to be discussed over the Annual and Extraordinary General
Shareholders’ Meetings (“Agenda”) .......................... 06
Procedures and Deadlines ................................... 07
Comments on the Issues to be discussed over the
Annual General Shareholders’ Meeting (“Agenda”):
a) examination, discussion and voting on the Management’s accounts
and financial statements related to the fiscal year ended
December 31, 2013 .......................................... 09
b) allocation of the net result for the year ............... 09
c) election of the members of the Board of Directors and the Audit
Committee .................................................. 09
Comments on the Issues to be discussed over the
Extraordinary General Shareholders’ Meeting (“Agenda”):
a) To approve the Company Management Officers’ overall annual
fixed and variable compensation for FY 2014 ............... 09
b) To proceed with the consolidation of the Company's Bylaws,
taking into account the capital increases carried out during the
course of 2013, deriving from the latest conversion requests of
debentures into shares, in addition to the establishment of a
Company’s subsidiary in Caxias do Sul (Rio Grande do Sul State),
alongside with the change in address of another subsidiary 09
Power of Attorney Form ..................................... 11
Related documents and website links ........................ 14
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
MESSAGE FROM THE CHAIRMAN
Dear Shareholders,
It is with great pleasure that I invite you to participate in the
Annual and Extraordinary General Shareholders’ Meetings (“Meeting”
or “AEGM”) of Lupatech S/A (“Lupatech” or “Company”), convened for
April 30, 2014 at 11 a.m.
To assure the actual running of this Meeting, it shall be required
the presence of Shareholders representing 1/4 (one fourth) of the
Company’s capital stock, to ensure the deliberation of almost all
the items on the Agenda.
Therefore, your presence is of crucial importance to the Company,
with a view to attaining 1/4 (one fourth) of the Company’s capital
stock, to ensure the deliberation of all the items on the Agenda.
Thank you all for your attention. We rely on your attendance and
participation.
Board of Directors
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
MESSAGE FROM THE COMPANY’S LEGAL DEPARTMENT
Dear Shareholders,
The preparation of the current manual is in line with the
Company’s policy aimed at consistent enhancement of both its
corporate governance practices and the quality of the of corporate
disclosure provided to our Stockholders.
This document seeks to provide clarifications and guidance on the
resolutions to be taken at the next Shareholders’ Meeting of
Lupatech. This manual provides the date, venue and the items to be
resolved, as well as all the guidance and procedures, in addition
to a power of attorney form to facilitate your participation in
the decision-making process.
Should you choose to take part in the Meetings through a power of
attorney, a legal representative may be appointed by you (in this
case, in addition to the documents required by law and listed in
this manual, a document evidencing that the legal representative
is the Shareholder’s attorney-in-fact shall be provided), or the
Company’s in-house lawyer, whose relevant data are shown below:
JOÃO MARCOS CAVICHIOLI FEITEIRO, Brazilian, single, lawyer,
registered under the ID No. 37038099X, taxpayer's ID
(CNPJ/MF)No. 366144858-73, and Brazilian Bar Association
(OAB/SP) No. 307654, with business address in the city of
São Paulo, state of São Paulo, at Avenida Maria Coelho
Aguiar, 215, Bloco B, 5º andar, Jardim São Luís.
We look forward to your vote.
Thank you,
Legal Department
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
INVITATION
DATE:
TIME:
April 30, 2014
11:00 a.m. (São Paulo time)
VENUE:
Company’s Headquarters
Rodovia Anhanguera, Km 119, sentido
interior/capital, prédio C, esquina com
a Rua Arnaldo J. Mauerberg, Distrito Industrial
CEP 13.460-000 – Nova Odessa – SP
DIRECTIONS:
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
Items to be discussed over the Annual General
Shareholders’ Meeting (“Agenda”):
a) examination, discussion and voting on the Management’s
accounts and the financial statements related to the fiscal
year ended December 31, 2013;
b) allocation of net result for the year; and
c) election of the members of the Board of Directors and
the Audit Committee.
Issues to be discussed over the Extraordinary General
Shareholders’ Meeting (“Agenda”):
a) to approve the Company Management Officers’ overall
annual fixed and variable compensation for FY 2014; and
b) to proceed with the consolidation of the Company's
Bylaws, taking into account the capital increases carried
out during the course of 2013, deriving from the latest
conversion requests of debentures into shares, in addition
to the establishment of a Company’s subsidiary in Caxias do
Sul (Rio Grande do Sul State), alongside with the change in
address of another subsidiary.
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
PROCEDURES AND DEADLINES
Should any of the Shareholders opt to be represented by an outside
attorney-in-fact other than the Company’s in-house lawyer, they
must present themselves at least 1 (one) hour in advance, bearing
a personal identification document, as well as, if applicable, an
evidence of their respective equity share, issued by the
depositary institution, or related to the shareholders as
participants of the registered shares fungible custody; a
statement containing the respective equity share, issued by the
accredited authority; and when applicable, the power of attorney
with a notarized signature. Notwithstanding, the share ownership
certificate shall be sent to the Company in advance by either a
postal correspondence or email, at the latest by 6:00 p.m. of the
business day preceding the Meeting.
Should any of the Shareholders opt to be represented by the
Company’s in-house parties, a share ownership certificate issued
by the depositary institution over the last five (5) days must be
provided, as well as the power of attorney with notarized
signature of the grantor, in addition to their intended vote, at
the latest by one (1) hour prior to the Meeting, by either a
postal correspondence, email or fax. Notwithstanding, the evidence
of equity participation shall be submitted to the Company in
advance by postal mail, e-mail or fax, at the latest by 6:00 p.m.
of the business day preceding the Meeting.
An application for the share ownership certificate shall be made
to the applicable agencies three (3) days before the intended
delivered date, which shall be specified in the application.
In compliance with CVM Rule 165, as amended, the Company informs
that the minimum percentage of interest in the voting capital
necessary to request the adoption of multiple vote is five per
cent (5%), according to Article 141, paragraph 1, of Law 6404/76,
as amended.
Pursuant to CVM Rule 481, in particular Article 24, the Company
informs that the Company’s physical power of attorney provides
shareholders with an attorney-in-fact for voting favorably,
another one for abstaining from voting and another for voting
against each one of the items on the Agenda.
In accordance with the above, all documentation shall be forwarded
to:
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
FAX: + 55 11 2992-7673
For the attention of: Manuela Spolador Stefano
E-mail: [email protected]
Address: Avenida Maria Coelho Aguiar, nº 215, Bloco B, 5º andar,
Bairro Jardim São Luís, CEP 05.804-900 – São Paulo – SP
For any queries, please contact: Investor Relations telephone + 55
11 2134-7000/7089 or [email protected].
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
COMMENTS ON THE ITEMS TO BE DISCUSSED OVER THE ANNUAL AND THE
EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETINGS
Next, we present the clarifications provided by the Company’s
Management concerning each item to be resolved at the Meetings.
Items to be discussed over the Annual General Shareholders’
Meeting (“Agenda”):
a) examination, discussion and voting on the Management’s
accounts and the financial statements related to the fiscal year
ended December 31, 2013;
(item “a” of the power of attorney)
As regards this issue, the Board of Directors recommends the
approval of the Management’s accounts and the financial
statements related to the fiscal year ended December 31,
2013.
b) allocation of net result for the year; and
(item “b” of the power of attorney)
Concerning this matter, the Company’s Board of Directors
suggests the allocation of the loss for the year reported by
the Company, in the amount of R$ 378,789,000 (three hundred
seventy-eight million, seven hundred eighty-nine thousand
Brazilian Reais to the accumulated losses account.
c) election of the members of the Board of Directors and the
Audit Committee.
(item “c” of the power of attorney)
With regards to this item, the Company Management suggests
the election of 5 (five) members for the composition of the
Company’s
Board
of
Directors,
and
also
proposes
the
instatement of the Audit Committee for FY 2014.
Items to be discussed over the Extraordinary General
Shareholders’ Meeting (“Agenda”):
a) to approve the Company Management Officers’
fixed and variable compensation for FY 2014
(item “a” of the power of attorney)
overall
annual
With respect to this matter, Management clarifies that the
overall Company’s Management compensation, including both
fixed and variable remuneration, shall not exceed the total
amount of RS 15,665,580.75 (fifteen million, six hundred
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
sixty-five thousand, five hundred and eighty Brazilian Reais,
composed as follows:
- Up to R$ 5,216,320.75 (five million, two hundred and
sixteen thousand, three hundred and twenty Brazilian Reais and
seventy-five cents) earmarked to the total fixed compensation
of the Officers of the Executive Board;
Up to R$ 8,649,260.00 (eight million, six hundred fortynine thousand, two hundred and sixty Brazilian Reais)
earmarked to the total variable compensation of the Officers
of the Executive Board; and
- Up to R$ 1,800,000.00 (one million, eight hundred thousand
Brazilian Reais) earmarked to the total fixed compensation of
the members of the Board of Directors.
b) to proceed with the consolidation of the Company's Bylaws,
taking into account the capital increases carried out during the
course of 2013, deriving from the latest conversion requests of
debentures into shares, in addition to the establishment of a
Company’s subsidiary in Caxias do Sul (Rio Grande do Sul State),
alongside with the change in address of another subsidiary.
(item “b” of the power of attorney)
As regards this issue, the Board of Directors recommends the
consolidation of the Company's Bylaws, so as to reflect the
recent alterations carried out.
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
POWER OF ATTORNEY FORM
POWER OF ATTORNEY
[SHAREHOLDER], [QUALIFICATION] (“Grantor”) hereby appoints and
empowers as its attorney-in-fact Mr. JOÃO MARCOS CAVICHIOLI
FEITEIRO, Brazilian, single, lawyer, registered under the ID No.
37038099X, taxpayer's ID (CNPJ/MF)No. 366144858-73, and Brazilian
Bar Association (OAB/SP) No. 307654, with business address in the
city of São Paulo, state of São Paulo, at Avenida Maria Coelho
Aguiar, 215, Bloco B, 5º andar, Jardim São Luís, for voting in
favor, against or for abstaining from voting, in the capacity of
Shareholder of LUPATECH S/A (“Company”), at the Company’s
Extraordinary General Meeting, to be held on first call on May
15, 2014 at 11:00 a.m. (São Paulo time), at the Company’s
headquarters located at Rodovia Anhanguera, Km 119, sentido
interior/capital, prédio C, esquina com a Rua Arnaldo J.
Mauerberg, Distrito Industrial, CEP 13.460-000, city of Nova
Odessa, state of São Paulo, and he may examine, discuss and vote
on behalf of the Grantor, in compliance with the guidance set out
below concerning the items on the Agenda:
Items to be discussed over the Annual General Shareholders’
Meeting (“Agenda”):
a) to examine, discuss and vote on the Management’s accounts and
the financial statements related to the fiscal year ended
December 31, 2013;
In favor
( )
Against
( )
Abstention ( )
b) allocation of net result for the year;
In favor
( )
Against
( )
Abstention ( )
c) election of the members of the Board of Directors and the
Audit Committee;
In favor
( )
Against
( )
Abstention ( )
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
Items to be discussed over the Extraordinary General
Shareholders’ Meeting (“Agenda”):
a) to approve the Company
compensation for FY 2014.
Management’s
overall
annual
fixed
In favor
( )
Against
( )
Abstention ( )
b) to proceed with the consolidation of the Company's Bylaws,
taking into account the capital increases carried out during the
course of 2013, deriving from the latest conversion requests of
debentures into shares, in addition to the establishment of a
Company’s subsidiary in Caxias do Sul (Rio Grande do Sul State),
alongside with the change in address of another subsidiary.
In favor
( )
Against
( )
Abstention ( )
For the purposes of granting this power of attorney, the powers
of the attorney-in-fact will be limited to attending the
Extraordinary General Meetings and voting in compliance with the
voting instructions stated above, and the attorney-in-fact shall
not be entitled nor obliged to take any measures that do not
concern compliance with this power of attorney. The attorney-infact is hereby authorized to abstain from voting in any
resolution or matter for which he/she has not received, at
his/her own discretion, specific voting instructions.
The present power of attorney shall be effective for the
Company’s Shareholders’ Meetings to resolve on the matters
described in the Agenda(s), whether convened on 1st, 2nd or 3rd
call, and the representation, however, shall be limited to the
voting instructions provided by the Grantor with respect to the
aforementioned matters.
The present power of attorney shall be valid for one (1) month,
as of the current date.
[City], [month] [day], 2014
Grantor
By: (notarized signature)
Position:
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ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
MANUAL FOR SHAREHOLDERS’ PARTICIPATION
RELATED DOCUMENTS AND WEBSITE LINKS
- www.lupatech.com.br/ir Information on the Company.
- www.bmfbovespa.com.br BM&FBOVESPA’s Novo Mercado Listing Rules
- www.cvm.gov.br Brazilian Corporate Law.
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