1. business and industrial
2. company
3. annual report

GUIDE TO PARTICIPATING IN
SHAREHOLDER MEETINGS
POSITIVO INFORMÁTICA S.A.
ANNUAL AND EXTRAORDINARY
SHAREHOLDERS’ MEETING
APRIL 30, 2012
APRIL 18, 2012
This guide aims to assist shareholders, investors and the general market by
describing the information concerning the shareholders’ meetings, which is
applicable on the publication date of this guide.
1
CONTENTS
1.
INSTRUCTIONS FOR PARTICIPATING IN THE ANNUAL AND EXTRAORDINARY
SHAREHOLDERS’ MEETING ...................................................................................................... 3
1.1. Introduction ............................................................................................................... 3
1.2. Shareholders............................................................................................................. 4
1.3. Shareholder Representation ..................................................................................... 4
1.4. Shareholders Represented by Proxy ......................................................................... 5
2.
INFORMATION ON THE MATTERS TO BE EXAMINED AND DISCUSSED ................................ 5
2.1. At the Annual Shareholders’ Meeting ........................................................................ 5
2.1.1.Analyze the accounts from Management and examine, discuss and vote on the
financial statements ........................................................................................................... 5
2.1.2 Allocation of net income in the fiscal year .................................................................. 6
2.1.3.Determination of the overall annual compensation of the administrative bodies ........ 6
2.1.4.Reelection of Board of Directors................................................................................ 7
2.2. At the Extraordinary Shareholders’ Meeting .............................................................. 9
2.2.1. Amendment to Article 8, item vii; Article 9, paragraph 1; Article 10, caput and
paragraphs 1 and 3; Article 18, paragraphs 1 and 4; Article 23, caput; Article 24, item “b”;
Article 25, caput and item “b”; Article 26, caput; Article 29, paragraph 3; Article 30, caput
and paragraph 2; Article 31, caput and paragraph 1 (currently Article 32); Article 32, caput,
paragraphs 1 and 5, items ii and iii, paragraphs 11, 13 and 16 (currently Article 34); Article
33 (currently Article 35); Article 34 (currently Article 36); and Article 35 (currently Article
37), and inclusion of Article 1, sole paragraph; Article 10, paragraph 4; Article 14, item xix;
Article 31, caput and paragraphs 1 and 2; and Article 33, caput and paragraphs 1 to 4, all
of which to conform with the listing rules of Novo Mercado of BM&FBOVESPA Securities, Commodities and Futures Exchange ................................................................ 9
2.2.2. Amendment to article 15 of the Bylaws to exclude the position of Executive Officer
for Outsourced Production and include the position of Institutional Relations Officer ....... 10
3.
REASONS FOR RESUBMISSION .................................................................................. 11
4.
CLOSING REMARKS .................................................................................................. 11
EXHIBIT I: Information Included in Item 10 of the Reference Form .................................. 12
EXHIBIT II: Information Included in Item 13 of the Reference Form Information .............. 58
EXHIBIT III: Included in Items 12.6 to 12.10 of the Reference Form ................................ 81
EXHIBIT IV: Bylaws of Positivo Informática with Highlighted Proposed Changes ............ 97
QUESTIONS AND CLARIFICATIONS:
POSITIVO INFORMÁTICA S.A.
Rua Senador Accioly Filho, 1021
Curitiba — PR
Attn: Investor Relations Department
Tel: +55 (41) 3316-7887
Fax: +55 (41) 3316-7810
E-mail: [email protected]
2
1. INSTRUCTIONS FOR PARTICIPATING IN THE ANNUAL AND
EXTRAORDINARY SHAREHOLDERS’ MEETING
1.1. Introduction
Article 132 of Law 6,404, of December 15, 1976 (“ Brazilian Corporation Law”)
requires
every
Company,
including
Positivo
Informática
S.A.
(“Positivo
Informática”), to hold an annual shareholders’ meeting within the first four months
following the conclusion of the fiscal year to decide on the following matters: (a)
receive the accounts from management and examine, discuss and vote on the
financial statements; (b) allocate the net income in the fiscal year and distribute
dividends; and (c) elect the administrators and members of the fiscal council, when
applicable (“ASM”).
In addition, Article 135 of Brazilian Corporation Law requires every Company to
hold an Extraordinary Shareholders’ Meeting (“ESM”) to submit amendments to the
Bylaws to the shareholders’ approval. For this reason, this year, jointly with the
Annual Shareholders’ Meeting, Positivo Informática intends to hold an Extraordinary
Shareholders’ Meeting, observing the quorum required by law, both scheduled for
9:00 a.m., of April 30, 2012, at the Company’s branch located at Rua Senador
Accioly Filho, 1021, CIC, Curitiba, PR ("E/ASM”).
In accordance with Article 133 of Brazilian Corporation Law, and CVM Instruction
481 of December 17, 2009 (“CVM instruction 481”), the documents pertinent to the
matters on the agenda were made available to shareholders at the Company’s
head office and on the websites of the Securities and Exchange Commission of
Brazil
(CVM)
(www.cvm.gov.br)
and
Positivo
Informática
(www.positivoinformatica.com.br/ir) on March 13 and 30, 2012, in compliance with
the deadline of at least one month prior to the date of the A/ESM.
3
Guide to Participating in Shareholder Meetings
1.2. Shareholders
Persons attending the Meeting must prove they are shareholders and their
ownership of shares by presenting their identification document (RG, RNE, driver’s
license or officially recognized trade membership cards).
Shareholders must also present a copy of (i) the statement issued by the depositary
institution of the book-entry shares and (ii) documents duly demonstrating the
powers of representation for proxies and representatives. Copies of these
documents must be lodged by 9:00 a.m. on April 27, 2012, if possible, (i) at the
administrative head office of Positivo Informática located at Rua Accioly Filho,
1.021, in the city of Curitiba, state of Paraná, (ii) via facsimile at +55 (41) 3316-7810
or (iii) via the e-mail [email protected]. If the copies are not delivered in advance,
shareholders must attend the meeting bearing
all the above-mentioned
documentation.
It is recommended that shareholders present themselves at the A/ESM 1 (one) hour
prior to the time indicated in the call notice.
Positivo Informática’s Investor Relations Department is available to provide any
further clarifications at the telephone numbers +55 (41) 3316-7887/ +55 (41) 33167824 or via the e-mail [email protected].
1.3. Shareholder Representation
Shareholders participating through their legal representatives or proxies must
present:
a copy of the corporate acts granting them powers of representation; and/or
a copy of the proxy appointment.
4
Guide to Participating in Shareholder Meetings
1.4.
Shareholders Represented by Proxy
In accordance with Article 126 of Brazilian Corporation Law, shareholders may be
represented at the A/ESM by proxies appointed less than one year ago that are a
shareholder, administrator or lawyer or even a financial institution. Investment funds
may be represented by their administrator, manager or proxy.
Proxy appointments and corporate acts from abroad must be delivered to Positivo
Informática duly notarized, consularized and with a sworn translation into Brazilian
Portuguese.
2. INFORMATION ON THE MATTERS TO BE EXAMINED AND
DISCUSSED
2.1. At the Annual Shareholders’ Meeting
2.1.1. Analyze the accounts from Management and
examine, discuss and vote on the financial statements
The Management Report includes information on the macroeconomic environment
and on the financial and operational performance of Positivo Informática.
The Financial Statements comprise the five statements listed below, which were
published
on
March
13,
2012,
on
Positivo
Informática’s
website
(www.positivoinformatica.com.br/ir), on March 20, 2012, in the newspapers
Metrópole and Brasil Econômico, and on March 21, 2012 in the state register Diário
Oficial do Estado do Paraná.
Balance Sheet;
Income Statement;
Statement of Accrued Income;
Statement of Cash Flow; and
Statement of Value Added.
5
Guide to Participating in Shareholder Meetings
These statements present the economic and financial situation of Positivo
Informática and changes in the equity position during the fiscal year. Therefore, it is
also possible to evaluate the Company’s liquidity indicators, level of profitability and
level of debt.
Management Proposal
Management proposes that the shareholders examine in detail all documents made
available by Management and approve the respective accounts, management
report and financial statements. In addition, Item 10 of Reference Form –
“Managements’ Comments on the Company’s Financial Situation” was published
on March 30, 2012 on the investor relations’ website of Positivo Informática
(www.positivoinformatica.com.br/ir) and submitted to the CVM via the IPE system,
as confirmed by the CVM's website (www.cvm.gov.br).
2.1.2 Allocation of net income in the fiscal year
The Company did not record net income in the fiscal year ended December 31,
2011.
Management Proposal
The distribution of net income does not apply.
2.1.3. Determination
of
the
overall
annual
compensation of the administrative bodies
In accordance with Article 8, “II”, of the Bylaws of Positivo Informática, it is
incumbent upon the shareholders’ meeting to determine the overall compensation
of the members of the Board of Directors and Executive Board. Also, in accordance
with Article 14, item ii of the Bylaws, the Board of Directors is responsible for
determining the individual compensation of each administrator based on the overall
compensation approved by the ASM.
6
Guide to Participating in Shareholder Meetings
Management Proposal
The overall compensation of the administrators (board members and statutory
officers) proposed to the ASM is eleven million and five hundred thousand reais
(R$11,500,000.00), to be booked in the fiscal year ending December 31, 2012. This
amount is 4.5% higher than the amount approved at the Annual Shareholders’
Meeting held on April 29, 2011 for fiscal year 2011, to reflect, mainly, the inflation
between the periods.
In addition, of the R$ 11,000,000.00 approved for 2011, only R$ 7,776,880.92 was
effectively recognized in the year’s result, mainly due to the lower variable
compensation paid to the Statutory Officers, given that the Company’s overall
financial targets set by the Board of Directors were only partially met.
The amounts approved for fiscal year 2011 as well as those mentioned in the 2011
Reference Form and those proposed for fiscal year 2012 refer to the amounts
already recognized in the results or which will be recognized between January and
December of the respective years in question.
Pursuant to Article 12, II of CVM Instruction 481, the information in item 13 of the
Reference
Form
is
available
on
Positivo
Informática’s
website
(www.positivoinformatica.com.br/ir) and the website of the CVM (www.cvm.gov.br).
2.1.4. Reelection of Board of Directors
Pursuant to Article 10 of the Company’s Bylaws, the Board of Directors is
composed of six (6) or seven (7) members, with a one (1) year term of office.
Pursuant to CVM Instructions 165 of December 11, 1991, and 282, of June 26,
1998, in order to request the adoption of a multiple vote for the election of Board of
Directors’ members, the applicant Shareholders shall represent, at least five per
cent (5%) of the voting capital, since the said submitting is done in writing to the
Company, with a minimum 48 hours period before the holding of the Annual
Shareholders.
7
Guide to Participating in Shareholder Meetings
Management Proposal
Regarding the election of the members of the Board of Directors, Management
proposes to re-elect the current members of the Board of Directors, namely:
Oriovisto Guimarães, Brazilian, divorced, businessman, Identity Card (RG) no.
495.887-0 - SSP/PR, Individual Taxpayer’s ID (CPF/MF) no. 316.626.259-87,
resident and domiciled in the city of Curitiba, state of Paraná, with offices at
Avenida Cândido Hartmann, nº 1400, Bairro Bigorrilho, CEP 80710-570, as
Chairman; Hélio Bruck Rotenberg, Brazilian, married, businessman, Identity Card
(RG) no. 1.217.176-5 - SSP/PR, Individual Taxpayer’s ID (CPF/MF) no.
428.804.249-68, resident and domiciled in the city of Curitiba, state of Paraná, with
offices at Rua Senador Accioly Filho, nº 1021, Bairro Cidade Industrial de Curitiba,
CEP 81310-000, as a Board Member; Ruben Tadeu Coninck Formighieri,
Brazilian, married, businessman, Identity Card (RG) no. 814.599 - SSP/PR,
Individual Taxpayer’s ID (CPF/MF) no. 321.218.309-87, resident and domiciled in
the city of Curitiba, state of Paraná, with offices at Avenida Nossa Senhora
Aparecida, nº 174, Bairro Seminário, CEP 80440-120, as a Board Member; Samuel
Ferrari Lago, Brazilian, married, business administrator, Identity Card (RG) no.
3.668.497-6 - SSP/PR and Individual Taxpayer’s ID no. 599.964.209-49, resident
and domiciled in the city of Curitiba, state of Paraná, with offices at Avenida Nossa
Senhora Aparecida, nº 174, Bairro Seminário, CEP 80440-120, as a Board
member; Álvaro Augusto do Amaral, Brazilian, married, businessman, Identity
Card (RG) no. 618.233 - SSP/PR, Individual Taxpayer’s ID (CPF/MF) no.
075.825.799-68, resident and domiciled in the city of Curitiba, state of Paraná, with
offices at Avenida Cândido Hartmann, nº 1400, Bairro Bigorrilho, CEP 80710- 570,
as a Board Member; and Fernando Soares Mitri, Brazilian, married, engineer,
Identity Card (RG) no. 380.504 – SSP/PR and Individual Taxpayer’s ID
001.681.739-72, resident and domiciled in the city of Curitiba, state of Paraná, at
Rua Luiza Mazetto Baggio, nº 120, apto. 2001, Bairro Mossunguê, CEP 81200-600,
as an Independent Board Member.
Pursuant to Article 10, II of CVM Instruction 481, the information in items 12.6 to
12.10 of the Reference Form are available on Positivo Informática’s website
8
Guide to Participating in Shareholder Meetings
(www.positivoinformatica.com.br/ir)
and
the
website
of
the
of
CVM
(www.cvm.gov.br).
2.2. At the Extraordinary Shareholders’ Meeting
2.2.1. Amendment to Article 8, item vii; Article 9,
paragraph 1; Article 10, caput and paragraphs 1 and
3; Article 18, paragraphs 1 and 4; Article 23, caput;
Article 24, item “b”; Article 25, caput and item “b”;
Article 26, caput; Article 29, paragraph 3; Article 30,
caput and paragraph 2; Article 31, caput and
paragraph 1 (currently Article 32); Article 32, caput,
paragraphs 1 and 5, items ii and iii, paragraphs 11, 13
and 16 (currently Article 34); Article 33 (currently
Article 35); Article 34 (currently Article 36); and Article
35 (currently Article 37), and inclusion of Article 1,
sole paragraph; Article 10, paragraph 4; Article 14,
item xix; Article 31, caput and paragraphs 1 and 2;
and Article 33, caput and paragraphs 1 to 4 of the
Bylaws.
In order for the Bylaws to comply with the new Novo Mercado listing rules, effective as
of May 10, 2011, the Company proposes the amendment to Article 8, item vii; Article 9,
paragraph 1; Article 10, caput and paragraphs 1 and 3; Article 18, paragraphs 1 and 4;
Article 23, caput; Article 24, item “b”; Article 25, caput and item “b”; Article 26, caput;
Article 29, paragraph 3; Article 30, caput and paragraph 2; Article 31, caput and
paragraph 1 (currently Article 32); Article 32, caput, paragraphs 1 and 5, items ii and iii,
paragraphs 11, 13 and 16 (currently Article 34); Article 33 (currently Article 35); Article
34 (currently Article 36); and Article 35 (currently Article 37), and inclusion of Article 1,
sole paragraph; Article 10, paragraph 4; Article 14, item xix; Article 31, caput and
9
Guide to Participating in Shareholder Meetings
paragraphs 1 and 2; and Article 33, caput and paragraphs 1 to 4. Due to the changes
demanded by the BM&FBOVESPA to certain of the above-mentioned articles, after the
latter had analyzed the proposal to amend the Company’s Bylaws in order to align
them with the Novo Mercado Regulations, certain of the terms defined in the Bylaws
were also harmonized as a result of the changes.
2.2.2. Amendment to article 15 of the Bylaws to
exclude
the
position
of
Executive
Officer
for
Outsourced Production and include the position of
Institutional Relations Officer
Management proposes the exclusion of the position of Executive Officer for
Outsourced Productions and the creation of the position of Institutional Relations
Officer in order to reflect the Company’s new management structure.
Management Proposal
In view of the above, Management proposes the approval of the proposed
amendments to its Bylaws.
Pursuant to Article 11, II of CVM Instruction 481, Positivo Informática’s Bylaws with
the proposed amendments highlighted are available on Positivo Informática’s
website
(www.positivoinformatica.com.br/ir)
and
the
website
of
the
CVM
(www.cvm.gov.br).
3. REASONS FOR RESUBMISSION
This Management Proposal was resubmitted on April, 12, 2012, in accordance with
Circular CVM/SEP/GEA-2/Nº 161/12. The following items were amended: 2.1.3
(pages 6 and 7), 10.5 (pages 51 to 54), 13.2 (pages 61 to 63), 13.3 (pages 64 to
67), 13.6 (page 76), 13.11 (page 79), 13.12 (page 79), 13.14 (page 80), 13.15
(page 80), 12.6 (page 81), 12.7 (page 81), 12.8 to 12.10 (pages 91 to 96). In
10
Guide to Participating in Shareholder Meetings
addition, this Management Proposal was resubmitted on April 18, 2012, due to the
harmonization of the Company’s Bylaws with the demands of the BM&FBOVESPA,
after the latter had analyzed the alterations proposed by Management to align the
Bylaws with the Novo Mercado Regulations. Exhibit IV (pages 99, 104, 105, 106,
107 and 108) was altered.
4. CLOSING REMARKS
The information in this guide is useful for exercising your voting rights as a
Shareholder in the Company. Accordingly, we suggest you read this Manual prior to
the Annual and Extraordinary Shareholders’ Meeting.
Sincerely,
Ricardo Fernandes Pereira
Chief Financial Officer and Head of Investor Relations
11
Guide to Participating in Shareholder Meetings
EXHIBIT I
INFORMATION INCLUDED IN ITEM 10 OF THE REFERENCE FORM
COMMENTS FROM EXECUTIVE OFFICERS
10.1.
Executive Officers should comment on:
a. General financial and equity conditions
Management believes that the company presents financial and equity conditions that are adequate to
implement its business plan, as well as to meet its short and medium-term obligations, considering that
this view is mainly based on the following factors:
- Absolute leadership in the PC market in Brazil and outstanding position in Argentina: the company has
occupied a leading position in the Brazilian computer market since 2004 when it began operating in the
retail market. This position has been strengthened during 7 consecutive years, and in 2011 the total
Brazilian market share reached 13.3%, surpassing by 26.4% and 67.4% the sales of the 2nd and 3rd
placed companies according to IDC (International Data Corporation). This leadership is the result of a
deep understanding of Brazilian consumers - for which the company develops accessible products,
customized to their needs, and counts on a technical support network covering every Brazilian city - along
with the strong relationship that it has built with the major retailers in the country. Also contributing to
this position is its leadership for over 5 consecutive years in the government market, where the company
has operated for more than 21 years. Moreover, the Company has entered into a joint venture in Argentina
with a local partner to operate in this market through the Positivo BGH brand, which led that country’s
sales rankings in the second half of 2011, according to IDC.
- Optimization of the cost structure: the leadership position enables us to have economies of scale in
manufacturing and purchasing of components since it gives us direct access to major global suppliers, and
this becomes an important competitive advantage, especially compared to local competitors. Our business
model is selectively vertical, which allows us to reduce logistic costs and capture more value in our
production chain. In 2008, the verticalization program began with the inauguration of the production of
motherboards for desktops and manufacturing of LCD monitors. In 2009, we started up our own
production of motherboards and memory cards for notebooks. In 2010, Positivo began the vertical
integration of cabinet production, and in 2011 the Argentinean unit began manufacturing motherboards.
Investments were also made in the verticalization of internal storage areas in the Curitiba unit, which
reduced third-party storage expenses. Our main plant is located in the city of Curitiba in the State of
Paraná, a distance of approximately 400 km from São Paulo, Brazil's largest consumer market, which
guarantees us fundamental logistical efficiency.
- Agile and experienced administration: entrepreneurship and rapid decision-taking by Management have
given the Company a series of advantage over its main competitors. Management has proved its ability on
repeated occasions by guiding the Company during Positivo Informática’s massive growth since its entry
into the retail segment in 2004, during the global financial crisis in 2008 and 2009, and in 2011, when it
became the leader in Argentina and implemented a plan to improve efficiency in order to face the
increasingly competitive environment in Brazil. We believe we are quick in launching products adapted
to the Brazilian and Argentine markets and at exploring government incentives for the sector. The
entrepreneurship of our management and its fast decision-making process give us a competitive
advantage over our main competitors. Additionally, we try to align the interests of our employees through
a compensation plan based on profit targets and a Stock Option Plan.
12
Guide to Participating in Shareholder Meetings
- Low level of financial leverage: we use short-term credit lines when necessary with the top institutions
since our funding needs for working capital are seasonal. We try to work with a conservative capital
structure, which we understand to be the most efficient, considering the characteristics of our business.
Additionally, the Company signed a financial cooperation contract with BNDES in order to obtain special
financing lines in the amount of R$147 million at special interest rates, whose resources will be directed
primarily toward innovative activities.
- Cash generation: the factors cited above provide a cyclical cash flow and facilitate access to credit lines
from top-ranked banks.
b. Capital structure and the possibility of redemption of shares or quotas, indicating:
redemption hypotheses; and (ii) formula for the calculation of the redemption value
(i)
The Company's management believes that the current capital structure provides conservative levels of
leverage, considering the low ratio between net debt and shareholder's equity.
The Company’s shareholders’ equity fell from R$686.3 million on December 31, 2010, to R$619.2
million on December 31, 2011, mainly reflecting the 2011 booked result, which included a non-recurring
and non-cash expense of R$94.7 million primarily related to the reorganization of the after-sales
structure.
Net debt declined from R$315.4 million on December 31, 2010 to R$231.1 million on December 31,
2011, reflecting record annual operating cash flow and resulting in a net-debt-to-equity ratio of 37.3% at
year-end.
Debt
In million of reais
Loans and financing
(-) Cash and cash equivalents
(-) Financial Instrument Credits
Cash (Debt), net
Year Ended December 31,
2009
(69.5)
7.7
(61.8)
2010
2011
(408.0)
89.8
2.8
(315.4)
(404.7)
156.7
16.9
(231.1)
Currently, there is no chance of redemption of shares issued by the company beyond what has been
legally established.
c.
Ability to pay in relation to financial commitments
Given the profile of our capital structure, our cash flow, and our liquidity position, we believe we have
sufficient conditions to cover investments, expenses, debts, and other amounts payable in the coming
years. This vision is based upon macroeconomic and sector information that is currently available. If we
find it necessary to borrow in order to finance our investments and working capital, we believe we have
the capacity to contract them today with top-rated financial institutions, as we have already been doing in
the past few years.
The following table shows the evolution of key debt indicators monitored by the company:
13
Guide to Participating in Shareholder Meetings
Year Ended December 31,
Debt indicators
2009
2010
2011
(69.5)
(408.0)
(404.7)
7.7
89.8
156.7
-
2.8
16.9
Cash (Debt), Net
(61.8)
(315.4)
(231.1)
Adjusted EBITDA*
177.3
143.0
70.4
Shareholders' Equity
638.5
686.3
619.2
Net Debt/Adjusted EBITDA Index
0.3x
2.2x
3.3x
Gross Debt/Equity Index
0.1x
0.6x
0.7x
Net Debt/Equity Index
0.1x
0.5x
0.4x
In million of reais
Gross Debt
Cash and Financial Investments
Financial Instrument Credits
* Adjusted by adding the portion relating to the grant for investments that was recorded as deferred income under current
liability and will be recognized under income as the investments required in R&D related to this amount are amortized as
well as the amortization of deferred income is excluded. Thus, this line is shown considering the totality of the grant for
investments incurred in the period. Year-to-date EBITDA in 2011 include non-recurring adjustment of R$94.7 million,
referring to the post-sales structure review.
In 2011, adjusted EBITDA totaled R$70.4 million. The ratio between net debt (represented by all loans,
financing and advance of receivables less cash and financial investments) and adjusted EBITDA was 3.3x
on December 31, 2011.
d.
Sources of finance for working capital and for investments in non-current assets to be
used to cover cash deficiencies
Whenever necessary, Positivo Informática raises funds through financial agreements, which are used to
finance any eventual short-term working capital needs, accompanying the seasonality of the business.
These funds are also allocated to maintaining an adequate level of cash and cash equivalents for the
execution of the Company’s activities, always seeking to maintain low exposure to interest rate and
foreign exchange risks.
Due to the company's low leverage profile and its excellent track record with the financial community, we
believe we have good access to credit lines with top-ranked banks at competitive rates.
With regard to lines of financing for investments in non-current assets, the company signed a financial
cooperation contract with BNDES in February 2010 in order to obtain special lines of financing in the
amount of up to R$147 million, which will be directed primarily to innovative activities. The amounts
were released in tranches, in accordance with the BNDES specific schedule and the progress of the
projects. By the end of 2011, the Company had raised the total amount related to these credit facilities.
e.
Sources of finance for working capital and for investments in non-current assets to be
used to cover cash deficiencies
For information on sources of financing for working capital and for investments in non-current assets that
we intend to use to cover cash deficiencies, go to line (f) of this item 10.1 below.
14
Guide to Participating in Shareholder Meetings
f.
Debt levels and the characteristics of these debts, describing also:
i.
loan contracts and relevant financing
Our debt was composed as follows for the periods indicated below:
Consolidated
(R$ thousand)
Type of debt
12/31/2009
12/31/2010
12/31/2011
Bank debt
Short-term
68,069
121,458
256,693
Advance of receivables
Short-term
0
185,223
0
Loans with related parties
Short-term
0
0
0
Credit facilities with the BNDES
Long-term
0
100,576
147,977
Leasing
Long-term
1,456
764
0
-
69,525
408,021
404,670
Total Debt
As already mentioned, the Company and the BNDES entered into a Financing Agreement by opening a
credit line worth up to R$147 million with a total term of six years, divided into two sub-credits: subcredit "A" in the amount of up to R$47.5 million and sub-credit "B" worth up to R$99.5 million. The
amortization of the credit shall occur with a grace period during the first 24 months and the principal paid
in 48 successive monthly installments, the first one due on March 15, 2012 and the last on February 15,
2016.
Both sub-credits are guaranteed by surety bonds issued by HSBC Bank Brasil S.A. – Banco Múltiplo
which jointly bind it to assume the pecuniary obligations of the Company in case of default in said
contract, comprising, in addition to the debt’s principal, interest, commissions, conventional penalty and
other charges.
ii.
Other long-term relationships with financial institutions
As detailed in item 10.1.f.i), our financial collaboration contract with BNDES to invest in innovative
activities is scheduled to be paid in February 2016.
iii.
Degree of subordination between debts
There is no degree of subordination between our debts.
iv.
Any restrictions imposed on the Company, particularly in relation to debt limits
and contracting new debt, payment of dividends, divestitures, the issuance of new
securities, and the transfer of corporate control
Among the loans still open on December 31, 2009, there were no restrictions on the company in relation
to debt limits and contracting new debt, payment of dividends, divestitures, the issuance of new securities,
and the transfer of corporate control.
In December 31, 2010 and 2011, the company had a contract signed with BNDES which is formalized by
entering into financing contracts by opening a credit line and is subject to the "Provisions Applicable to
BNDES Contracts". Under the "Provisions Applicable to BNDES Contracts", borrowers with BNDES,
including our company, do not have the right to take any of the following actions without prior
authorization from BNDES: (i) give preference to other credits, (ii) carry out amortization of shares, (iii)
15
Guide to Participating in Shareholder Meetings
issue debentures, (iv) issue beneficiary parts, (v) take on new debts (except those expressly provided in
the Provisions Applicable to BNDES Contracts), and (vi) sell or encumber its fixed assets.
g.
Limits on use of funds already contracted
There was no restriction specified on limits of resource use as for the current financing contracts in
December 31, 2009. However, in the position of December 31, 2010 and 2011, the company had a
financial cooperation contract signed with BNDES. A credit line was opened whose resources are limited
to the total approved up to R$147 million.
h.
Significant changes in each item of the financial statements
Comparison of the operating results for the fiscal years ended December 31, 2011 and December
31, 2010.
In this section, we will analyze operating results in the form in which they were presented to CVM.
These data are slightly different from those analyzed by the Company in its quarterly disclosure materials,
which include the adjustment of the investment subsidy1.
1
Carried out through the addition of the portion related to the investment subsidy that was accounted for under current liabilities and
which will be recognized in the result as the mandatory investments in R&D related to this amount are amortized, as well as
exclusion of amortizations of deferred revenue so as to demonstrate the results considering the total investment subsidy incurred in
the periods.
16
Guide to Participating in Shareholder Meetings
CONSOLIDATED FINANCIAL STATEMENTS
2010
Fiscal year ended December 31,
2011
% Chg.
Chg
R$ thousand
% of Net
Revenue
R$ thousand
% of Net
Revenue
2011x2010
2011x2010
Sales of products
2,619,939
112.6%
2,278,866
109.5%
-13.0%
-3.1 p.p.
Sales of services
52,917
2.3%
54,275
2.6%
2.6%
0.3 p.p.
2,672,856
114.8%
2,333,141
112.1%
-12.7%
-2.7 p.p.
In thousands of reais
GROSS SALES
DEDUCTIONS ON SALES
Returns and trade discounts
(61,471)
-2.6%
(50,601)
-2.4%
-17.7%
0.2 p.p.
Taxes and contributions
(283,780)
-12.2%
(201,253)
-9.7%
-29.1%
2.5 p.p.
(345,250)
-14.8%
(251,854)
-12.1%
-27.1%
2.7 p.p.
2,327,605
100.0%
2,081,287
100.0%
-10.6%
0.0 p.p.
(1,692,063)
-72.7%
(1,628,298)
-78.2%
-3.8%
-5.5 p.p.
635,542
27.3%
452,988
21.8%
-28.7%
-5.5 p.p.
With sales
(412,263)
-17.7%
(435,470)
-20.9%
5.6%
-3.2 p.p.
General and administrative
(109,302)
-4.7%
(87,759)
-4.2%
-19.7%
0.5 p.p.
1,730
0.1%
17,415
0.8%
906.9%
0.8 p.p.
0
0.0%
0
0.0%
-
0.0 p.p.
(519,835)
-22.3%
(505,814)
-24.3%
-2.7%
-2.0 p.p.
OPERATING INCOME BEFORE FINANCIAL
INCOME
115,707
5.0%
(52,826)
-2.5%
-145.7%
-7.5 p.p.
Financial income
29,250
1.3%
46,109
2.2%
57.6%
1.0 p.p.
(56,271)
-2.4%
(54,187)
-2.6%
-3.7%
-0.2 p.p.
1,575
0.1%
(10,878)
-0.5%
-790.8%
-0.6 p.p.
(25,446)
-1.1%
(18,957)
-0.9%
-25.5%
0.2 p.p.
NET SALES
COST OF GOODS SOLD AND SERVICES
PROVIDED
GROSS PROFIT
OPERATING INCOME (EXPENSES)
Other operating incomes (expenses), net
Result of equity accounting
Financial expenses
Net exchange variation
PROFIT BEFORE TAXES
90,261
3.9%
(71,783)
-3.4%
-179.5%
-7.3 p.p.
(11,769)
-0.5%
(35)
0.0%
-99.7%
0.5 p.p.
Provision for social contribution taxes
(771)
0.0%
0
0.0%
-100.0%
0.0 p.p.
Deferred income tax and social security
11,476
0.5%
3,897
0.2%
-66.0%
-0.3 p.p.
(1,064)
0.0%
3,862
0.2%
-462.9%
0.2 p.p.
NET PROFIT FOR THE YEAR
89,197
3.8%
(67,921)
-3.3%
-176.1%
-7.1 p.p.
EARNINGS PER SHARE¹ - R$
1.0159
Provision for income tax
-0.7736
¹ Earnings per share consider all the shares issued by the Company, including those kept in treasury.
Gross Revenue
Gross revenue totaled R$2.333 billion in 2011, 12.7% down on the previous year, chiefly due to the
period reduction in average PC prices, which was partially offset by higher sales volume.
17
Guide to Participating in Shareholder Meetings
Gross Revenue
(R$ million)
2010
2011
% Chg
2011x2010
2,672.9
2,333.1
-12.7%
Desktops
1,510.9
1,074.3
-28.9%
Notebooks
1,070.6
1,115.4
4.2%
- Netbooks
65.9
106.7
62.0%
Others
41.1
97.3
136.8%
Total Gross Revenue
Hardware - Product
Hardware - Segment
Retail
1,723.3
1,640.0
-4.8%
Government
774.3
508.1
-34.4%
Corporate
125.0
139.0
11.2%
Educational Technology
50.3
46.0
-8.4%
Sales Volume
In 2011, computer sales under the Positivo¹2and Positivo BGH brands totaled 2.405 million units, 21.5%
up on 2010. In Brazil, sales came to over 2 million units, a record for the Company.
This performance was primarily due to high deliveries of educational laptops for a government project,
the booking of the results of the initial months of operations in Argentina under the Positivo BGH brand
in the second half of the year and excellent sales volume in the retail market.
Sales Volumes of PCs
(units)
2010
2011
% Chg
2011x2010
By Product*
1,979,807
2,405,081
21.5%
Desktops
1,154,328
902,457
-21.8%
Notebooks
825,479
1,502,624
82.0%
- Netbooks
66,017
489,710
641.8%
By Channel*
1,979,807
2,405,081
21.5%
Retail
1,448,423
1,650,776
14.0%
Government
452,370
651,171
43.9%
Corporate
79,014
103,134
30.5%
By Brand*
1,979,807
2,405,081
21.5%
Positivo¹
1,979,807
2,044,747
3.3%
Positivo BGH
360,334
*Comprise the 240,152 notebooks sold by the Argentinean company BGH S.A. under Positivo BGH
brand in 2011.
Average Prices
Average PC prices in reais fell by 19.9% over 2010, mainly due to the decline in the average notebook
price, reflecting the high deliveries of low-cost educational laptops for a government project. Average
prices were also impacted by the period reduction in the exchange rate; the higher share of entry-level
notebooks in the total portable sales mix; and reduced deliveries of desktops to the government and
1
Including sales of the Sim+, NeoPC and Kennex brands.
18
Guide to Participating in Shareholder Meetings
corporate markets, where prices are normally higher and configurations more advanced than in the retail
market.
Average Price(1)
Positivo Computers
2010
2011
% Chg
2011x2010
1.7581
1.6739
-4.8%
In R$
1,302.77
1,043.83
-19.9%
In US$
741.02
623.60
-15.8%
In R$
1,308.88
1,190.44
-9.0%
In US$
742.53
714.33
-3.8%
In R$
1,294.21
927.75
-28.3%
In US$
738.90
551.77
-25.3%
In R$
1,318.50
1,028.65
-22.0%
In US$
752.94
613.05
-18.6%
Average Dollar for Period
(2)
PCs
Desktops
Notebooks
Notebooks without Netbooks
¹Computers sold in Brazil only.
²Calculated by the Company, weighted by monthly sales to reduce seasonal distortions, based on the sell PTAX of the
Central Bank of Brazil.
Sales Deductions
Deductions from gross revenue, comprising taxes and returns, totaled R$251.9 million in 2011, or 10.8%
of period gross revenue, 2.1 p.p. down on 2010, basically due to the lower ICMS (state VAT) rate in
Paraná for intra-state sales, which fell from 18% to 7% as of August 2011.
Net Revenue
Net revenue totaled R$2.081 billion in 2011, 6.8% down on 2010.
Cost of Goods Sold and Services Rendered (COGS)
COGS represented 78.2% of net revenue in 2011, 5.5 p.p. up on 2010, basically due to the recognition of
non-recurring and non-cash expenses of R$51.9 million related to the reorganization of the after-sales
structure.
Excluding this effect, COGS would have represented 75.7% of net revenue, 3.0 p.p. up on the year
before, chiefly due to the increase in the raw materials and supplies line, in turn caused by the lower
prices. It is worth noting that throughout 2011, COGS progressively benefited from reduced labor,
storage, third-party service and other costs, reflecting Management’s measures to improve efficiency. In
fact, COGS from the Brazilian operations represented only 73.5% of net revenue in 4Q11, 7.4 p.p. down
on 4Q10 and the lowest ratio since 3Q10.
19
Guide to Participating in Shareholder Meetings
2010
2011
R$ million
% Net
Revenue
Raw Materials and Supplies
Depreciation & Amortization
Others
(1,522.5)
(9.7)
(159.9)
Total
(1,692.1)
Cost of Goods Sold
Variation
R$ million
% Net
Revenue
% Chg.
Chg
65.4%
0.4%
6.9%
(1,504.2)
(10.7)
(113.4)
72.3%
0.5%
5.4%
-1.2%
10.7%
-29.1%
6.9 p.p.
0.1 p.p.
-1.4 p.p.
72.7%
(1,628.3)
78.2%
-3.8%
5.5 p.p.
Gross Profit
Gross profit totaled R$453.0 million in 2011, 28.7% down on the previous year, corresponding to a gross
margin of 21.8%
Operating Expenses (Revenue)
2010
2011
R$ million
% Net
Revenue
Selling Expenses
General & Administrative Expenses
Other Revenue (Expenses)
(412.3)
(109.3)
1.7
Operating Expenses Before
Financial Income
(519.8)
Operating Expenses
Variation
R$ million
% Net
Revenue
% Chg.
Chg
17.7%
4.7%
-0.1%
(435.5)
(87.8)
17.4
20.9%
4.2%
-0.8%
5.6%
-19.7%
906.9%
3.2 p.p.
-0.5 p.p.
-0.8 p.p.
22.3%
(505.8)
24.3%
-2.7%
2.0 p.p.
Financial Result
(25.4)
1.1%
(19.0)
0.9%
-25.5%
-0.2 p.p.
Total
(545.3)
23.4%
(524.8)
25.2%
-3.8%
1.8 p.p.
Selling expenses accounted for 83.0% of operating expenses and were the main component of this group
in 2011.
Sales
83.0%
G&A
16.7%
Financial
3.6%
Other
-3,3%
20
Guide to Participating in Shareholder Meetings
Selling Expenses
2010
2011
R$ million
% Net
Revenue
Marketing
Service and Warranty
Depreciation & Amortization
Others
(156.6)
(146.7)
(1.8)
(107.1)
Total
(412.3)
Selling Expenses
Variation
R$ million
% Net
Revenue
% Chg.
Chg
6.7%
6.3%
0.1%
4.6%
(161.9)
(180.0)
(4.4)
(89.1)
7.8%
8.6%
0.2%
4.3%
3.4%
22.7%
142.2%
-16.8%
1.1 p.p.
2.3 p.p.
0.1 p.p.
-0.3 p.p.
17.7%
(435.5)
20.9%
5.6%
3.2 p.p.
Selling expenses totaled R$435.5 million, 5.6% up on 2010. As a percentage of net revenue, selling
expenses came to 20.9%
Investments in marketing totaled R$161.9 million, representing 7.8% of net revenue, 1.1 p.p. up on 2010,
due to higher proportion of sales to the retail channel, which accounted for 69.6% of net revenue in 2011
(+6.1 p.p.), a market where rebates are common and where investments in promotional and joint
marketing campaigns are higher.
In recent years, the Company has invested in consolidating its brand, mainly through actions targeted at
marketing and trade marketing, with the objective of strengthening its leadership in the retail market,
which it has successfully maintained for 29 consecutive quarters, according to IDC. As a result of these
initiatives, Positivo made its debut in the ranking of the 25 most valuable brands in the country, calculated
by Interbrand, one of the main brand consultancy firms in the world.
Technical support and warranty expenses totaled R$180.0 million in 2011, representing 8.6% of net
revenue, 2.3 p.p. up on the previous year. Excluding the R$42.8 million effect mentioned in this section,
these expenses would have represented 6.6% of net revenue in 2011, 0.3 p.p. up on 2010. Note that the
Company has adopted a number of initiatives to reduce technical support and warranty expenses, which
have generated and may continue to generate initial implementation impacts, but which should also lead
to important gains in efficiency in the coming quarters. These measures include a review of consumer
equipment exchange processes, the streamlining of spare part logistics and a careful reduction in the
number of accredited technical support providers, without jeopardizing service, which still covers all
Brazilian cities.
The CRP, the company’s telephone and e-mail customer-service channel, averaged 3,100 contacts per day
in 2011, most of which related to basic issues regarding computer use, the operating system or connection
problems, We understand that this structure is strategic for the consolidation of our brand, as most of our
clients are purchasing computers for the first time and, therefore, need support to effectively use our
products.
Other expenses totaled R$89.1 million in 2011, 16.8% down on 2010 and equivalent to 4.3% of net
revenue, 0.3 p.p. less than the previous year, primarily due to reduced expenses with third-party services.
21
Guide to Participating in Shareholder Meetings
General and Administrative Expenses
2010
2011
Variation
R$ million
% Net
Revenue
R$ million
% Net
Revenue
% Chg.
Chg
Personnel and Management Fees
Depreciation & Amortization
Others
(41.7)
(9.2)
(58.4)
1.8%
0.4%
2.5%
(35.3)
(15.1)
(37.3)
1.7%
0.7%
1.8%
-15.3%
64.8%
-36.1%
-0.1 p.p.
0.3 p.p.
-0.7 p.p.
Total
(109.3)
4.7%
(87.8)
4.2%
-19.7%
-0.5 p.p.
General and Administrative
General and administrative expenses totaled R$87.8 million in 2011, 19.7% down on 2010. As a
percentage of net revenue, general and administrative expenses came in as 4.2% in 2011, down by 0.5
p.p. on the previous year, influenced by the Company efforts to control and reduce these expenses
throughout the year. In addition, due to CPC04, which governs the accounting of intangible assets, R$8.7
million and R$8.1 million were recorded in 2010 and 2011, respectively, related to R&D projects and the
mandatory transfer of funds to the National Scientific and Technological Development Fund (FNDTC), in
compliance with the Basic Production Process (PPB).
Other operating revenue (expenses)
The other operating revenue (expenses) line was positive by R$17.4 million, basically due to the capital
increase of the subsidiary Informática Fueguina S.A. effected by Amerton S.A., a member of the BGH
group, chiefly based on the valuation of the higher purchasing scale and the Company’s knowledge of
product development and suppliers, which helped improve the profitability of sales under the Positivo
BGH brand.
Financial Result
The 2011 financial result was a net expense of R$19.0 million, a 25.5% improvement over 2010,
accompanying the period reduction in net debt. Financial revenue increased by 57.6% to R$46.1 million,
due to higher financial investments throughout 2011, offsetting the period exchange variation losses,
which closed the year at R$10.9 million.
2010
2011
R$ million
% Net
Revenue
Financial Income
Financial Expenses
Exchange Variation*
29.3
(56.3)
1.6
Total
(25.4)
Financial Result
Variation
R$ million
% Net
Revenue
% Chg.
Chg
1.3%
-2.4%
0.1%
46.1
(54.2)
(10.9)
2.2%
-2.6%
-0.5%
57.6%
-3.7%
-790.8%
1.0 p.p.
-0.2 p.p.
-0.6 p.p.
-1.1%
(19.0)
-0.9%
-25.5%
0.2 p.p.
* Includes the effects of exchange hedge operations.
Net Income (Loss)
The Company posted a booked net loss of R$67.9 million, chiefly due to the recognition of expenses with
no cash impact totaling R$94.7 million from the reorganization of the after-sales structure, as previously
described.
22
Guide to Participating in Shareholder Meetings
Adjusted Net Income
Adjusted net income corresponds to net income plus the portion referring to the investment subsidy that
was booked as deferred revenue in current liabilities and that will be recognized in income to the extent
that mandatory investments in R&D related to this amount are amortized, as well as the exclusion of
deferred revenue amortizations. This adjustment included herein is to report to the market how the
company’s results would be considering the total amount of investment subsidies incurred in the period.
In addition, net income in 2011 includes a non-recurring adjustment of R$94.7 million from the
reorganization of the after-sales structure.
Adjusted net income totaled R$24.7 million in 2011, 74.1% down on 2010. As a percentage of adjusted
net revenue, it represented a net margin of 1.1%.
Adjusted Net Income
(R$ million)
2010
2011
% Chg
2011x2010
Booked Net Income
89.2
(67.9)
-176.1%
(+) Investment Subsidy Booked as Deferred
Revenue under Liabilities
17.0
7.6
-55.2%
(10.6)
(9.6)
-9.0%
-
(94.7)
95.6
24.7
(+) Amortization of Deferred Revenue
(-) Extraordinary adjustments
Adjusted Net Income
-74.1%
Adjusted EBITDA
Adjusted EBITDA corresponds to EBITDA plus the portion referring to the investment subsidy that was
booked as deferred revenue in current liabilities and that will be recognized in income to the extent that
mandatory investments in R&D related to this amount are amortized, as well as the exclusion of deferred
revenue amortizations. This adjustment included herein is to report to the market how the company’s
results would be considering the total amount of investment subsidies incurred in the period. In addition,
net income in 2011 includes a non-recurring adjustment of R$94.7 million from the reorganization of the
after-sales structure.
EBITDA totaled R$70.4 million in 2011, down by 50.8% on the previous year and representing an
EBITDA margin13of 3.4%.
Adjusted Ebitda
(R$ million)
2010
2011
% Chg
2011x2010
Net Income (Loss)
89.2
(67.9)
-176.1%
(-) Depreciation and Amortization
(20.9)
(30.6)
46.0%
(-) Financial Result
(25.4)
(19.0)
-25.5%
(-) Income Tax and Social Contribution
(1.1)
3.9
-462.9%
(+) Investment Subsidy Booked as Deferred
Revenue under Liabilities
17.0
7.6
-55.2%
(10.6)
(9.6)
-9.0%
(+) Amortization of Deferred Revenue
(-) Extraordinary adjustments
1
-
(94.7)
-
Adjusted EBITDA
143.0
70.4
-50.8%
Adjusted EBITDA MARGIN1³
6.1%
3.4%
-2.7 p.p.
On adjusted net revenue.
23
Guide to Participating in Shareholder Meetings
Comparison of the main balance sheet accounts for the fiscal years ended December 31, 2011 and
December 31, 2010.
Consolidated Balance Sheet
Year ended
12/31/2010
VA¹
12/31/2011
VA¹
1,468,690
89,817
622,983
541,192
118,555
18,192
60,766
17,185
90.1%
5.5%
38.2%
0.0%
33.2%
7.3%
1.1%
3.7%
1.1%
1,273,320
156,707
562,159
411,736
61,511
16,024
48,296
81.2%
10.0%
35.9%
0.0%
26.3%
3.9%
1.0%
0.0%
3.1%
Non-current
160,979
9.9%
294,721
18.8%
In long-term assets
Tax recoverable
Related parties
Deferred taxes
Other credits
Permanent
Investments
Property, plant and equipment, net
Net Intangible
26,362
16,427
9,935
134,617
4,660
58,648
71,309
1.6%
0.0%
0.0%
1.0%
0.6%
8.3%
0.3%
3.6%
4.4%
132,049
39,411
81,388
11,250
162,672
73,422
89,250
8.4%
2.5%
0.0%
5.2%
0.7%
10.4%
0.0%
4.7%
5.7%
1,629,669
100.0%
1,568,041
100.0%
Current
Suppliers
Loans and financing
Payroll and benefits payable
Provisions
Tax payable
Deferred taxes
Dividends payable
Deferred income
Advances from customers
Other accounts payable
788,034
249,953
305,220
26,073
137,287
4,385
5,275
22,299
32,651
119
4,772
48.4%
15.3%
18.7%
1.6%
8.4%
0.3%
0.3%
1.4%
2.0%
0.0%
0.3%
783,077
281,717
288,293
33,754
124,629
17,095
30,623
6,966
49.9%
18.0%
18.4%
2.2%
7.9%
1.1%
0.0%
0.0%
2.0%
0.0%
0.4%
Non-current
Long-term liabilities
Loans and Financing
Provisions
Provision for contingencies
Deferred taxes
Other accounts payable
155,325
155,325
100,000
34,251
15,512
5,562
-
9.5%
9.5%
6.1%
2.1%
1.0%
0.3%
0.0%
165,792
165,792
116,377
20,897
17,380
11,138
-
10.6%
10.6%
7.4%
1.3%
1.1%
0.7%
0.0%
SHAREHOLDERS' EQUITY
Capital
Capital Reserve
Income Reserve
Treasury Shares
Cumulative translation adjustment
686,310
389,000
121,122
212,443
(36,255)
-
42.1%
23.9%
7.4%
13.0%
-2.2%
0.0%
619,172
389,000
120,309
144,536
(35,430)
757
39.5%
24.8%
7.7%
9.2%
-2.3%
0.0%
1,629,669
100.0%
1,568,041
100.0%
In thousands of reais
ASSETS
Current
Cash and cash equivalents
Accounts receivable
Related parties
Inventories
Tax recoverable
Sundry advances
Deferred taxes
Other credits
TOTAL ASSETS
LIABILITIES
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY
¹ Vertical analysis
24
Guide to Participating in Shareholder Meetings
ASSETS
Current
Current assets totaled R$1.273 billion on December 31, 2011, 13.5% down on the R$1.471 billion
recorded in 2010, mainly due to the lower inventory and accounts receivable balance, which was partially
offset by higher financial investments, as explained below:
Cash and cash equivalents
On December 31, 2011, cash and cash equivalents totaled R$156.7 million, 74.5% up on the R$89.8
million recorded on December 31, 2010. This account was positively impacted by higher operating cash
flow in 2011 and higher funding throughout the year at attractive costs. Cash and cash equivalents
accounted for 10.0% of assets on December 31, 2011, 4.5 p.p. up on December 31, 2010.
Accounts Receivable
Receivables totaled R$562.2 million on December 31, 2011, 9.8% down on the R$623.0 million recorded
on December 31, 2010. Receivables accounted for 35.9% of assets on December 31, 2011, 2.3 p.p. down
on December 31, 2010.
The reduction in this line was primarily driven by the collection of the greater part of the outstanding
receivables from a Ministry of Education project in the year and lower revenue from government clients,
whose average receivables term is substantially longer than in the retail segment.
Inventories
Inventories totaled R$411.7 million on December 31, 2011, 9.8% down on the R$541.2 million recorded
on December 31, 2010. Inventories represented 26.3% of assets on December 31, 2011, down by 6.9 p.p.
on December 31, 2010.
Considering the Brazilian operation only, this line would have posted a reduction of 29.9%, due to the
streamlining of inventories, keeping levels strictly in line with the needs of the Company’s activities.
These measures included the rationalization of the product portfolio, thereby reducing demand for part
variability, and improved inventory management. Part of the variation was also due to the recognition in
this line of a good portion of the R$94.7 million related to the reorganization of the after-sales structure in
2011.
Taxes recoverable
Recoverable taxes totaled R$61.5 million on December 31, 2011, 48.1% down on the R$118.6 million
balance recorded on December 31, 2010, primarily reflecting higher PIS and COFINS debits from the
greater proportion of sales to retail clients and the reclassification of part of the balance of this account to
non-current assets.
Non-current
On December 31, 2011, non-current assets totaled R$294.7 million, 83.1% up on the R$161.0 million
recorded on December 31, 2010, mainly due to the higher taxes recoverable and deferred taxes, as
explained below:
25
Guide to Participating in Shareholder Meetings
Taxes recoverable
On December 31, 2011, taxes recoverable under non-current assets amounted to R$39.4 million. The
increase in this line was due to the reclassification of part of the taxes recoverable balance, previously
booked under current assets, due to their higher realization term.
Deferred taxes
Deferred taxes totaled R$81.4 million on December 31, 2011, 395.5% higher than the R$16.4 million
registered on December 31, 2010, due to the reclassification of these accounts, which are now exclusively
booked under non-current assets. If this change is also applied to the previous year, this line would only
have increased by 5.4%.
LIABILITIES
Current
On December 31, 2010, current liabilities totaled R$783.1 million, 1.0% down on the R$790.8 million
recorded on December 31, 2010, mainly due to the lower balance of short-term loans and financing,
which was partially offset by the increase in the suppliers line.
Loans and financing
Loans and financing totaled R$288.3 million on December 31, 2011, 6.4% down on the R$308.0 million
recorded on December 31, 2010. Loans and financing represented 18.4% of total liabilities and
shareholders’ equity on December 31, 2011, 0.5 p.p. down on December 31, 2010. Loans and financing
represented 18.4% of total liabilities on December 31, 2011, 0.5 p.p. down on December 31, 2010.
Suppliers
Suppliers totaled R$281.7 million on December 31, 2011, 12.7% up on the R$250.0 million recorded on
December 31, 2010. This account represented 18.0% of total liabilities and shareholders’ equity on
December 31, 2011, 2.7 p.p. up on December 31, 2010. This’ variation reflects the measures implemented
to extend supplier payment terms in 2011, in an effort to reduce the Company’s working capital needs.
Provisions
Provisions totaled R$124.6 million on December 31, 2011, down by 9.2% on the R$137.3 million
recorded on December 31, 2010, reflecting lower provisions for joint advertising with retailers at the end
of 2011.
Dividends payable
The Company did not recognize a balance of dividends payable in the period, since it recorded a net loss
in 2011. On December 31, 2010, this account totaled R$22.3 million.
Non-current
Non-current liabilities totaled R$165.8 million on December 31, 2011, 6.7% up on the balance of
R$155.3 million recorded on December 31, 2010. This increase is mainly due to long-term financing
lines.
26
Guide to Participating in Shareholder Meetings
Loans and financing
The long-term loans account totaled R$116.4 million on December 31, 2011, 16.4% up on the R$100.0
million recorded on December 31, 2010, reflecting the last tranches of the special financing lines
contracted from the BNDES, which will be allocated to innovation activities.
SHAREHOLDERS’ EQUITY
Shareholders’ equity totaled R$619.2 million on December 31, 2011, 9.8% down on the R$686.3 million
recorded on December 31, 2010, reflecting the net loss recorded in the income reserve account in 2011,
due to the booking of a non-recurring and non-cash expense totaling R$94.7 million in the period.
Comparison of the operating results for the fiscal years ended December 31, 2010 and December
31, 2009.
In this section, we will analyze operating results in the form in which they were presented to CVM. The
consolidated financial statements for the year ended December 31, 2010 were the first to be presented by
the Company in accordance with the International Financial Reporting Standards (IFRS). The financial
statements referring to the fiscal year ended December 31, 2009 were restated including the effects of the
adoption of IFRS, allowing greater comparability between the analyzed periods.
These data are slightly different from those analyzed by the Company in its quarterly disclosure materials,
which include the adjustment of the investment subsidy¹.4
1
Carried out through the addition of the portion related to the investment subsidy that was accounted for under current liabilities and
which will be recognized in the result as the mandatory investments in R&D related to this amount are amortized, as well as
exclusion of amortizations of deferred revenue so as to demonstrate the results considering the total investment subsidy incurred in
the periods.
27
Guide to Participating in Shareholder Meetings
CONSOLIDATED FINANCIAL STATEMENTS
2009
Fiscal year ended December 31,
2010
% Chg.
Chg
R$ thousand
% of Net
Revenue
R$ thousand
% of Net
Revenue
2010x2009
2010x2009
Sales of products
2,462,029
112.9%
2,619,939
112.6%
6.4%
-0.4 p.p.
Sales of services
51,081
2.3%
52,917
2.3%
3.6%
-0.1 p.p.
2,513,110
115.3%
2,672,856
114.8%
6.4%
-0.4 p.p.
In thousands of reais
GROSS SALES
DEDUCTIONS ON SALES
Returns and trade discounts
(54,926)
-2.5%
(61,471)
-2.6%
11.9%
-0.1 p.p.
Taxes and contributions
(277,893)
-12.7%
(283,780)
-12.2%
2.1%
0.6 p.p.
(332,819)
-15.3%
(345,250)
-14.8%
3.7%
0.4 p.p.
2,180,291
100.0%
2,327,605
100.0%
6.8%
0.0 p.p.
(1,567,887)
-71.9%
(1,692,063)
-72.7%
7.9%
-0.8 p.p.
612,404
28.1%
635,542
27.3%
3.8%
-0.8 p.p.
With sales
(381,754)
-17.5%
(412,263)
-17.7%
8.0%
-0.2 p.p.
General and administrative
(78,978)
-3.6%
(109,302)
-4.7%
38.4%
-1.1 p.p.
4,558
0.2%
1,730
0.1%
-62.1%
-0.1 p.p.
0
0.0%
0
0.0%
-
0.0 p.p.
(456,173)
-20.9%
(519,835)
-22.3%
14.0%
-1.4 p.p.
OPERATING INCOME BEFORE FINANCIAL
INCOME
156,231
7.2%
115,707
5.0%
-25.9%
-2.2 p.p.
Financial income
23,458
1.1%
29,250
1.3%
24.7%
0.2 p.p.
Financial expenses
(73,572)
-3.4%
(56,271)
-2.4%
-23.5%
1.0 p.p.
Net exchange variation
(43,599)
-2.0%
1,575
0.1%
-103.6%
2.1 p.p.
(93,713)
-4.3%
(25,446)
-1.1%
-72.8%
3.2 p.p.
NET INCOME BEFORE TAXES
62,518
2.9%
90,261
3.9%
44.4%
1.0 p.p.
Provision for income tax
7,947
0.4%
(11,769)
-0.5%
-248.1%
-0.9 p.p.
Provision for social contribution taxes
2,921
0.1%
(771)
0.0%
-126.4%
-0.2 p.p.
Deferred income tax and social security
54,640
2.5%
11,476
0.5%
-79.0%
-2.0 p.p.
65,508
3.0%
(1,064)
0.0%
-101.6%
-3.1 p.p.
NET INCOME
128,025
5.9%
89,197
3.8%
-30.3%
-2.0 p.p.
EARNINGS PER SHARE¹ - R$
1.4581
NET SALES
COST OF GOODS SOLD AND SERVICES
PROVIDED
GROSS PROFIT
OPERATING INCOME (EXPENSES)
Other operating incomes (expenses), net
Result of equity accounting
1.0159
¹ Earnings per share consider all the shares issued by the Company, including those kept in treasury.
Gross Revenue
Gross revenue totaled R$2.673 billion, 6.4% up on the previous year, chiefly due to the higher sales
volume, offset by the decline in average prices between the periods.
28
Guide to Participating in Shareholder Meetings
2009
2010
% Chg.
2010x2009
2,513.1
2,672.9
6.4%
Desktops
1,340.3
1,510.9
12.7%
Notebooks
1,094.4
1,070.6
-2.2%
89.6
65.9
-26.5%
18.7
41.1
119.8%
Gross Revenue (R$ million)
Total Gross Revenue
Hardware Product
- Netbooks
Others
Hardware Channel
Retail
1,885.2
1,723.3
-8.6%
Government
410.5
774.3
88.6%
Corporate
157.7
125.0
-20.7%
59.7
50.3
-15.8%
Educational Technology
Sales Volume
In 2010, the Company recorded a total of 1.980 million computers sold, up by 11.3% on 2009. The sound
performance was mainly influenced by the higher volumes delivered to government clients in the period,
which totaled 452.4 thousand units, 79.8% up on the previous year. In retail, despite the fiercer
competition, the Company recorded a sales volume of 1.448 million computers sold, equivalent to 73.2%
of total PC sales in the year.
PC sales volume
(units)
2009
2010
% Chg.
2010x2009
Per product
1,778,462
1,979,807
11.3%
Desktops
1,064,290
1,154,328
8.5%
714,172
825,479
15.6%
Notebooks
- Netbooks
Per channel
Retail
80,028
66,017
-17.5%
1,778,462
1,979,807
11.3%
1,432,189
1,448,423
1.1%
Government
251,561
452,370
79.8%
Corporate
94,712
79,014
-16.6%
Average Prices
The average PC price declined by 4.4% in 2010, due mainly to the decreased average notebook prices,
driven by the lower exchange rate between the periods and the price repositioning made by the Company
in 2H10 due to the fiercer competition.
Desktops, on the other hand, recorded an annual increase of 5.1% in the average price in reais in relation
to 2009, despite the reduction in average retail prices related to the drop in the exchange rate. Therefore,
the increase was mainly related to the greater share of deliveries to government clients, who usually have
special configurations and services.
29
Guide to Participating in Shareholder Meetings
Average Price
Positivo Computers
2009
2010
% Chg.
2010x2009
1.9414
1.7581
-9.4%
In R$
1,362.39
1,302.77
-4.4%
In US$
701.75
741.02
5.6%
In R$
1,245.26
1,308.88
5.1%
In US$
637.09
742.53
16.6%
In R$
1,532.33
1,294.21
-15.5%
In US$
795.57
738.90
-7.1%
In R$
1,586.90
1,318.50
-16.9%
In US$
826.56
752.94
-8.9%
¹
Average Dollar in the Period( )
PCs
Desktops
Notebooks
Notebooks without Netbooks
¹Calculated by the Company, weighted by monthly sales to reduce seasonal distortions, based on the sell PTAX of the
Central Bank of Brazil.
Sales Deductions
Deductions from gross revenue, comprising taxes and returns, totaled R$345.3 million, or 12.9% of gross
revenue in the period, 0.3 p.p. down on 2009 due to the higher share of direct sales to government clients,
which are exempt from PIS and COFINS taxes.
Net Revenue
Net revenue totaled R$2.328 billion in 2010, following the same trend presented by gross revenue, 6.8%
up on 2009.
Cost of Goods Sold and Services Rendered
As a percentage of net revenue, COGS came to 72.7% in 2010, 0.8 p.p. up on 2009. This growth reflects
mainly the lower prices in the period, especially during 2H10.
In 2010, the Company recorded higher labor costs due to the expansion of the Company’s structure, with
the verticalization of notebook motherboard production as of January 2009 and own memory boards
production as of November 2009. In addition, cabinet assembly was verticalized as of January 2010.
There was an 18.4% increase in the average workforce directly involved in the production process
between the periods.
In late 2010, the Company began to readjust its workforce, as part of the initiatives in progress aimed at
maximizing efficiency, which includes the future use of a larger share of temporary labor for the typical
high industrial production periods, respecting the seasonality of the retail market, which represents the
Company's higher sales volume.
30
Guide to Participating in Shareholder Meetings
2009
2010
R$ million
% Net
Revenue
(1,435.8)
65.9%
Depreciation & Amortization
(15.6)
Others
(116.5)
Total
(1,567.9)
Cost of Goods Sold
Raw Materials and Supplies
Variation
R$ million
% Net
Revenue
% Chg.
Chg
(1,522.5)
65.4%
6.0%
-0.4 p.p.
0.7%
(9.7)
0.4%
-37.9%
-0.3 p.p.
5.3%
(159.9)
6.9%
37.2%
1.5 p.p.
71.9%
(1,692.1)
72.7%
7.9%
0.8 p.p.
Gross Profit
Gross profit totaled R$636.5 million in 2010, 3.8% up on the previous year, corresponding to a gross
margin of 27.3%
Operating Expenses (Revenue)
2009
2010
R$ million
% Net
Revenue
Selling Expenses
General & Administrative Expenses
Other Revenue (Expenses)
(381.8)
(79.0)
4.6
Operating Expenses Before
Financial Income
(456.2)
Operating Expenses
Variation
R$ million
% Net
Revenue
% Chg.
Chg
17.5%
3.6%
-0.2%
(412.3)
(109.3)
1.7
17.7%
4.7%
-0.1%
8.0%
38.4%
-62.1%
0.2 p.p.
1.1 p.p.
0.1 p.p.
20.9%
(519.8)
22.3%
14.0%
1.4 p.p.
Financial Result
(93.7)
4.3%
(25.4)
1.1%
-72.8%
-3.2 p.p.
Total
(549.9)
25.2%
(545.3)
23.4%
-0.8%
-1.8 p.p.
Selling expenses accounted for 75.6% of operating expenses and were the main component of this group
in 2010.
Sales
75.6%
G&A
20.0%
Financial
4.7%
Other
-0,3%
31
Guide to Participating in Shareholder Meetings
Selling Expenses
2010
2009
R$ million
% Net
Revenue
Marketing
Service and Warranty
Depreciation & Amortization
Others
(175.3)
(96.5)
(0.5)
(109.5)
Total
(381.8)
Selling Expenses
Variation
R$ million
% Net
Revenue
% Chg.
Chg
8.0%
4.4%
0.0%
5.0%
(156.6)
(146.7)
(1.8)
(107.1)
6.7%
6.3%
0.1%
4.6%
-10.7%
52.1%
294.1%
-2.2%
-1.3 p.p.
1.9 p.p.
0.1 p.p.
-0.4 p.p.
17.5%
(412.3)
17.7%
8.0%
0.2 p.p.
Selling expenses totaled R$412.3 million, 8.0% up on 2009. As a percentage of net revenue, selling
expenses came in as 17.7%, virtually in line with the previous year.
Investments in marketing totaled R$156.6 million in 2010, representing 6.7% of net revenue, 1.3 p.p.
down on 2009. In 1H09, the Company increased marketing expenses as part of the efforts to reduce
inventory levels that were high due to the lower-than-expected sales volume in late 2008, directly related
to the decline in the demand for computers in the Brazilian market in that period, as a result of the global
financial crisis. In addition, in late 2010, the Company offset the lower price, as already mentioned, with
lower shared marketing expenses.
Technical support and warranties totaled R$146.7 million in 2010, representing 6.3% of net revenue, 1.9
p.p. up on 2009, chiefly due to the higher share of sales to government clients, who have an average of 3
years of warranty, versus 1 year for retail, as well as the increase in the level of provisions along the year,
resulting from improvements in the process of accounting of obsolescence of the inventory of
replacement parts.
Other expenses totaled R$107.1 million in 2010, 2.2% down on 2009.These expenses represented 4.6% of
net revenue, 0.4 p.p. less than in the previous year, due to lower expenses with commissions, given the
higher share of sales to government clients, whose rates are lower than those of the retail segment.
General and Administrative Expenses
2010
2009
R$ million
% Net
Revenue
Personnel and Management Fees
Depreciation & Amortization
Others
(40.7)
(5.2)
(33.1)
Total
(79.0)
General and Administrative
Variation
R$ million
% Net
Revenue
% Chg.
Chg
1.9%
0.2%
1.5%
(41.7)
(9.2)
(58.4)
1.8%
0.4%
2.5%
2.6%
75.7%
76.6%
-0.1 p.p.
0.2 p.p.
1.0 p.p.
3.6%
(109.3)
4.7%
38.4%
1.1 p.p.
General and administrative expenses totaled R$109.3 million in 2010, 38.4% up on 2009. As a percentage
of net revenue, general and administrative expenses came in as 4.7% in 2010, up by 1.1 p.p. on the
previous year. Non-recurring expenses related to the improvement in the criteria for provisioning
contingencies and higher expenses related to the development of the ERP project contributed to this
increase.
In addition, due to CPC04, which governs the accounting of intangible assets, R$6.6 million and R$8.7
million were recorded in 2009 and 2010, respectively, related to R&D projects and the mandatory transfer
of funds to the National Scientific and Technological Development Fund (FNDTC), in compliance with
the Basic Production Process (PPB).
32
Guide to Participating in Shareholder Meetings
Financial Result
In 2010, the financial result was an expense of R$25.4 million, a 72.8% improvement over 2009, chiefly
due to the improved results with FX coverage in the period. In 2009, losses of R$50.6 million were
recorded with NDFs related to exchange hedging of major government projects.
2010
2009
Change
R$ million
% Net
Revenue
R$ million
% Net
Revenue
Chg%
Chg pp
Financial Revenue
Financial Expenses
Exchange Variation¹
23.5
(73.6)
(43.6)
1.1%
-3.4%
-2.0%
29.3
(56.3)
1.6
1.3%
-2.4%
0.1%
24.7%
-23.5%
-103.6%
0.2 pp
1.0 pp
2.1 pp
Total
(93.7)
-4.3%
(25.4)
-1.1%
-72.8%
3.2 pp
Financial Result
¹ Includes the effects of exchange hedge operations.
Net Income
Net income totaled R$89.2 million in 2010, down by 30.3% on 2009, representing a net margin of 3.8%.
Adjusted Net Income
Adjusted net income corresponds to net income plus the portion referring to the investment subsidy that
was booked as deferred revenue in current liabilities and that will be recognized in income to the extent
that mandatory investments in R&D related to this amount are amortized, as well as the exclusion of
deferred revenue amortizations. This adjustment included herein is to report to the market how the
company’s results would be considering the total amount of investment subsidies incurred in the period.
Adjusted net income totaled R$95.6 million in 2010, 25.9% down on 2009. As a percentage of adjusted
net revenue, it represented a net margin¹5of 4.1%.
1
Adjusted Net Income (R$ million)
2009
2010
% Chg.
2010x2009
Net income
128.0
89.2
-30.3%
(+) Investment subsidy accounted for under
Deferred Revenue in liabilities
23.5
17.0
-27.7%
(+) Amortization of Deferred Revenue
(23.8)
(10.6)
-55.4%
Adjusted Net Income
127.7
95.6
-25.2%
As a percentage of adjusted net revenue.
33
Guide to Participating in Shareholder Meetings
EBITDA
EBITDA totaled R$136.7 million in 2010, down by 23.0% on the previous year and representing an
EBITDA margin of 5.9%.
EBITDA (R$ million)
2009
2010
% Chg.
2010x2009
-30.3%
Net Income (Loss)
128.0
89.2
(-) Depreciation and Amortization
(21.4)
(20.9)
-1.9%
(-) Financial Result
(93.7)
(25.4)
-72.8%
(-) Income Tax and Social Contribution
65.5
(1.1)
-101.6%
EBITDA
177.6
136.7
-23.0%
EBITDA MARGIN
8.1%
5.9%
-2.3 pp
Adjusted EBITDA
Adjusted EBITDA corresponds to EBITDA plus the portion referring to the investment subsidy that was
booked as deferred revenue in current liabilities and that will be recognized in income to the extent that
mandatory investments in R&D related to this amount are amortized, as well as the exclusion of deferred
revenue amortizations. This adjustment included herein is to report to the market how the company’s
results would be considering the total amount of investment subsidies incurred in the period.
Adjusted EBITDA totaled R$143.0 million in 2010, 19.3% down on the previous year, representing an
EBITDA margin¹6of 6.1%.
16
Adjusted EBITDA
2009
2010
% Chg.
2010x2009
Net Income (Loss)
128.0
89.2
-30.3%
(-) Depreciation and Amortization
(21.4)
(20.9)
-1.9%
(-) Financial Result
(93.7)
(25.4)
-72.8%
(-) Income Tax and Social Contribution
65.5
(1.1)
-101.6%
(+) Investment subsidy accounted for under
Deferred Revenue in liabilities
23.5
17.0
-27.7%
(+) Amortization of Deferred Revenue
(23.8)
(10.6)
-55.4%
Adjusted EBITDA
177.3
143.0
-19.3%
Adjusted EBITDA margin¹
8.1%
6.1%
-2.0 pp
As a percentage of adjusted net revenue.
34
Guide to Participating in Shareholder Meetings
Comparison of the main balance sheet accounts for the fiscal years ended December 31, 2010 and
December 31, 2009.
In thousands of Reais
Consolidated Balance Sheet
Fiscal year ended
12/31/2009
VA¹
12/31/2010
VA¹
1,172,338
7,714
409,960
579,953
88,268
7,652
67,429
11,362
87.0%
0.6%
30.4%
0.0%
43.0%
6.5%
0.6%
5.0%
0.8%
1,468,690
89,817
622,983
541,192
118,555
18,192
60,766
17,185
90.1%
5.5%
38.2%
0.0%
33.2%
7.3%
1.1%
3.7%
1.1%
Non-current
175,602
13.0%
160,979
9.9%
Long-term assets
Related parties
Deferred taxes
Other credits
Permanent
Investments
Net property, plant & equipment
Net intangible assets
60,509
15,346
45,163
115,093
1,641
45,716
67,736
4.5%
0.0%
1.1%
3.4%
8.5%
0.1%
3.4%
5.0%
26,362
16,427
9,935
134,617
4,660
58,648
71,309
1.6%
0.0%
1.0%
0.6%
8.3%
0.3%
3.6%
4.4%
1,347,941
100.0%
1,629,669
100.0%
Current
Suppliers
Loans and financing
Accrued payroll
Provisions
Taxes payable
Deferred taxes
Dividends payable
Deferred revenue
Client advances
Other payables
669,107
355,366
69,529
22,226
133,226
6,784
12,177
29,679
26,257
2,841
11,022
49.6%
26.4%
5.2%
1.6%
9.9%
0.5%
0.9%
2.2%
1.9%
0.2%
0.8%
788,034
249,953
305,220
26,073
137,287
4,385
5,275
22,299
32,651
119
4,772
48.4%
15.3%
18.7%
1.6%
8.4%
0.3%
0.3%
1.4%
2.0%
0.0%
0.3%
Non-current
Long-term liabilities
Loans – Third parties
Provisions
Provisions for contingencies
Deferred taxes
Other payables
40,320
40,320
29,574
4,863
4,283
1,600
3.0%
3.0%
0.0%
2.2%
0.4%
0.3%
0.1%
155,325
155,325
100,000
34,251
15,512
5,562
-
9.5%
9.5%
6.1%
2.1%
1.0%
0.3%
0.0%
SHAREHOLDERS’ EQUITY
Capital
Capital Reserve
Income Reserve
Treasury Shares
638,514
389,000
121,773
165,868
(38,126)
47.4%
28.9%
9.0%
12.3%
-2.8%
686,310
389,000
121,122
212,443
(36,255)
42.1%
23.9%
7.4%
13.0%
-2.2%
1,347,941
100.0%
1,629,669
100.0%
ASSETS
Current
Cash and cash equivalents
Receivables
Related Parties
Inventories
Recoverable Taxes
Advances
Deferred taxes
Other credits
TOTAL ASSETS
LIABILITIES
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY
¹ Vertical analysis
35
Guide to Participating in Shareholder Meetings
ASSETS
Current
Current assets totaled R$1.469 billion on December 31, 2010, 25.3% up on the R$1.172 billion recorded
in 2009. This increase was mainly due to higher cash and cash equivalents and higher receivables, as
explained below:
Cash and cash equivalents
On December 31, 2010, cash and cash equivalents totaled R$89.8 million, 1,064.3% up on the R$7.7
million recorded on December 31, 2009. Cash and cash equivalents accounted for 5.5% of assets on
December 31, 2010, 4.9 p.p. up on December 31, 2009.
Receivables
Receivables totaled R$623.0 million on December 31, 2010, 52.0% up on the R$410.0 million recorded
on December 31, 2009. Receivables accounted for 38.2% of assets on December 31, 2010, 7.8 p.p. up on
December 31, 2009.
These changes arise mainly from the effects of the adoption of IFRS, which resulted in the addition of
R$185.2 million to this line, with the contra entry of Loans and Financing in Current Liabilities on
December 31, 2010, related to the advance of receivables along the year, accompanying the evolution of
FNDE project balances, whose terms are significantly higher than those of retail. Excluding this effect,
receivables would total R$437.8 million on December 31, 2010, representing 30.3% of assets, in line with
the figure for December 31, 2009.
Inventories
Inventories totaled R$541.2 million on December 31, 2010, 6.7% down on the R$580.0 million recorded
on December 31, 2009. Inventories represented 33.2% of assets on December 31, 2010, down by 9.8 p.p.
on December 31, 2009.
In October 2009, the Company concluded the first phase of implementation of its ERP, temporarily
affecting industrial productivity levels in October and November, a normal situation in the
implementation of this type of system. These impacts led to lower-than-expected sales volume in 4Q09
and, therefore, higher inventories at the close of the period. The system is currently stabilized and
industrial productivity is at normal levels.
In addition, in 4Q10, the Company implemented measures to improve operating efficiency, involving,
among other initiatives, the minimization of inventories and the rationalization of the computer portfolio,
in order to increase the internal production scale of product lines, leading to lower needs for the
diversification of inventory parts.
Recoverable taxes
Recoverable taxes totaled R$118.6 million on December 31, 2010, 34.3% up on the R$88.3 million
balance recorded on December 31, 2009. The upturn in this line reflects mainly the higher credits accrued
in 2010 due to lower PIS and COFINS debits arising from the higher share of sales to government clients,
which are exempt from these taxes.
36
Guide to Participating in Shareholder Meetings
Non-current
On December 31, 2010, non-current assets totaled R$161.0 million, 8.3% down on the R$175.6 million
recorded on December 31, 2009, mainly due to the decline in other credits, as explained below:
Other credits
Other credits in non-current assets totaled R$9.9 million on December 31, 2010, 78.0% down on the
balance recorded at the end of the previous year. This decline is due to the receipt, in 2010, of revenue
arising from a leasing agreement with a government client whose equipment was delivered in 2009.
Net property, plant & equipment
Net property, plant and equipment totaled R$58.6 million on December 31, 2010, 28.3% up on the
R$45.7 million recorded on December 31, 2009. This growth was chiefly due to investments to expand
installed capacity and upgrade the PC factory in Curitiba in 2010.
LIABILITIES
Current
On December 31, 2010, current liabilities totaled R$788.0 million, 17.8% up on the R$669.1 million
recorded on December 31, 2009. This increase was chiefly due to higher loans and financing, partially
offset by the decline in suppliers.
Loans and financing
Loans and financing totaled R$305.2 million on December 31, 2010, 339.0% up on the R$69.5 million
recorded on December 31, 2009. Loans and financing represented 18.7% of total liabilities and
shareholders’ equity on December 31, 2010, 13.6 p.p. up on December 31, 2009.
As already mentioned, due to the adoption of IFRS, R$185.2 million was added to this line on December
31, 2010, related to advances on receivables along the year, in line with the consumption of working
capital arising from balances of the FNDE project. Excluding this effect, loans and financing would total
R$120.0 million on December 31, 2010 and would correspond to 7.4% of total liabilities and
shareholders’ equity, 2.2 p.p. up on December 31, 2009.
Suppliers
Suppliers totaled R$250.0 million on December 31, 2010, 29.7% down on the R$355.4 million recorded
on December 31, 2009. The efforts targeted at reducing inventories also led to lower input purchases at
the end of 2010.
Provisions
Provisions totaled R$137.3 million on December 31, 2010, up by 3.0% on the R$133.2 million recorded
on December 31, 2009. This growth was influenced by the increase in provisions for technical support
and warranties in 2010, chiefly due to the high volume of deliveries to government projects in the period,
whose equipment has an average of 3 years of warranty, versus 1 year for retail.
37
Guide to Participating in Shareholder Meetings
Dividends payable
Dividends payable totaled R$22.3 million on December 31, 2010, reflecting the allocation of annual
minimum mandatory dividends provided for in the Company’s Bylaws. This amount comprised
Management’s proposal for the allocation of 2010 net income, subsequently approved by the Annual
Shareholders’ Meeting, which called for the payment of dividends in a single installment on December
15, 2011, without monetary restatement, representing a payout of 23.3% of adjusted net income.
Non-current
Non-current liabilities totaled R$155.3 million on December 31, 2010, 285.2% up on the balance of
R$40.3 million recorded on December 31, 2009. This increase is mainly due to long-term financing lines
with the BNDES in 2010, as explained below.
Loans
Loans totaled R$100.0 million on December 31, 2010, reflecting the BNDES special financing lines,
whose total approved amount is up to R$147.0 million, which are being directed to innovative activities.
SHAREHOLDERS’ EQUITY
Shareholders’ equity totaled R$686.3 million on December 31, 2010, 7.5% up on the R$638.5 million
recorded on December 31, 2009. The increase reflects the absorption of part of net income for 2010 by
the income reserve, partially offset by the expected payment of R$22.3 million in period dividends, which
was recorded under current liabilities.
10.2.
Executive Officers should comment on:
a.
(i)
Results of the company's operations, in particular:
Description of any major components of revenue
Most of the company's revenue comes from sales of equipment in the Hardware segment such as desktop
computers, portable computers (notebooks and netbooks), and servers. A smaller portion comes from the
Educational Technology segment, which provides services, tools and software such as educational portals
and tables for teaching institutions of public and private schools, and retail.
The Hardware segment accounted for 98.1, 97.6% and 96.5% of the company's total gross revenue in
2010, 2009, and 2008, respectively.
(ii)
Factors that materially affected operating results
Our financial condition and results of our operations have been influenced by factors such as employment
level and income of the population, consumer confidence, credit availability, competitive environment of
PC industry and exchange rate, along with the measures adopted by the Federal Government in expanding
the population's access to computer goods in order to increase digital inclusion in the country.
38
Guide to Participating in Shareholder Meetings
35%
51%
Indicators
% Chg.
% Chg.
2011 2011x2010 2010x2009
2009
2010
Unemployment rate - SPMR¹
12.8%
12.1%
10.6%
-1.5 p.p.
-0.8 p.p.
Employed Population - MRs²
Real income earned by the employed
population - MRs² (R$)
52.1%
53.2%
53.7%
0.4 p.p.
1.2 p.p.
1,561.47
1,630.72
1,679.21
3.0%
4.4%
Consumer confidence³
106.35
118.23
118.97
0.6%
11.2%
Loans to individuals - amount (R$ bn)
435.04
512.15
605.93
18.3%
17.7%
Loans to individuals - average term (days)
546.84
567.21
572.53
0.9%
3.7%
Exchange rate - end of period - R$/US$
1.74
1.67
1.88
12.6%
-4.3%
Exchange rate - average - R$/US$
2.00
1.76
1.68
-4.8%
-11.9%
¹Source: Seade. São Paulo Metropolitan Region (SPMR). Includes hidden unemployment (precarious work and unemployment
because of discouragement) and open unemployment.
²Source: IBGE. Metropolitan regions (MRs): Recife, Salvador, Belo Horizonte, Rio de Janeiro, São Paulo, and Porto Alegre.
³Source: FGV. Base: 100 (Sep/2005)
4
Source: Bacen.
1) Macroeconomic Factors
Our sales volume has been boosted in recent years by higher consumption of computers by the
population that continues putting a PC at top of their wish list given the growing importance of
the role of computers in people's daily living habits and collective awareness that today digital
inclusion is essential to achieving an effective social inclusion. Furthermore, the scenario for
selling computers has been benefited by structural factors that resulted in these products being
sold cheaper, making it possible for it to be acquired by a broad section of the country's
population. We highlight below the main factors that materially affected our operating income:
Level of employment and income of the population
The process of Brazilian socioeconomic change has been formidable in recent years. The proportion of
the employed population increased from 50.1% in 2003 to 53.7% in 2011, and the monthly real income
earned by these workers has grown 26.8% over the same periods, going from R$1,324 to R$1,679
according to IBGE, considering the effects of inflation.
Class C, which represented 34% of the population in 2005, increased to 54% in 2011 according to IPSOS.
Estimates based on IBGE and IPSOS surveys point to the entry of no fewer than 40 million people into
class C between 2005 and 2011, most of whom came from social ascent of people from the classes D and
E. In the same comparison, the disposable income of Class C has also increased about 197,5%, reaching
R$363.00 a month, which is an income more than sufficient to accommodate a monthly payment on a PC
according to IPSOS.
Disposable income Class C vs.
Min. Payment on PC (R$)
Distribution of Brazilian population by consumer
class
2005
15%
2011
A/B
22%
+197.5%
Monthly
No of
Income¹ (R$) Famílies²
2,907
12.6
122.00
34%
C
54%
51%
D/E
24%
1,450
31.0
792
13.6
-27.8%
83.00
59.90
2005
2011
Disposable Income
¹Per home ²Estimates based on Censo 2010 and TIC 2010 (in million)
363.00
Minimum PC Installment
Source: Survey “O Observador Brasil 2012” – IPSOS/
Cetelem
39
Guide to Participating in Shareholder Meetings
In 2011, the main employment and income indicators evolved favorably, contributing to record levels of
consumer confidence and resulting in a substantial increase in demand for computers in the Brazilian
market, which reached 15.4 million units, becoming the 3 th largest PC market in the world, after
overtaking the mature economies of the UK and Japan.
Unemployment Rate - SPMR
Employed Population - Metropolitan Regions
17.0%
55.0%
15.0%
54.0%
53.0%
13.0%
52.0%
11.0%
Source: IBGE
Consumer Confidence Index – CCI
Base 100 = September/2005
130
120
110
100
90
* Seasonally adjusted
Source: FGV
Credit Availability
The offer of loans to individuals in Brazil presented high rates of expansion in recent years. Between
2004 and 2011, the volume of credit offered to individuals grew at a compounded annual average rate of
26.5%, favoring especially the lower income classes, and the retailers becoming one of the main suppliers
of credit to classes B and C in Brazil. The average term of freely allocated loans to individuals increased
from 285 days in 2004 to 573 days in 2011, up 100.8% according to the Central Bank of Brazil.
In 2011, the volume of credit operations to individuals with freely allocated funds totaled R$605.9 billion
according to Central Bank of Brazil. This represents a growth of 18.3% compared to that seen in 2010.
40
Dec-11
Aug-11
Apr-11
Dec-10
Apr-10
Aug-10
Dec-09
Apr-09
Aug-09
Dec-08
Aug-08
Apr-08
Dec-07
Apr-07
Aug-07
Dec-11
Apr-11
Source: Seade
Aug-11
Dec-10
Apr-10
Aug-10
Dec-09
Apr-09
Aug-09
Dec-08
Apr-08
Aug-08
Dec-07
Apr-07
49.0%
Aug-07
7.0%
Dec-06
50.0%
Dec-06
51.0%
9.0%
Guide to Participating in Shareholder Meetings
Loans to individuals - volume
(billion R$)
700
600
500
400
Dec-11
Apr-11
Aug-11
Dec-10
Apr-10
Aug-10
Dec-09
Apr-09
Aug-09
Dec-08
Apr-08
Aug-08
Dec-07
Apr-07
Aug-07
200
Dec-06
300
Source: Bacen
The vast majority of PCs sold at retail stores is divided into 12 payments or more. Currently, computers
can already be found for sale under a financing program with up to 24 monthly installments of R$59.90.
Falling prices
Considering that around 90% of the cost of a PC is linked to the dollar, the exchange rate represents one
of the main indicators for the Brazilian computer market. From 2004 to 2011, the average PC price in
Brazil fell by 51.2% (55.5% for desktops and 78.5% for notebooks), chiefly due to the 29.3% drop in the
average dollar between the periods.
The slight increase in the average dollar price of desktops in 2011 was basically due to reduced sales of
this form factor in the retail market, where prices are usually lower than in the government and corporate
segments. The dollar price of notebooks dropped sharply until 2007, benefiting from scale gains in the
industry due to growing consumption of portable computers worldwide. More recently, the reduction in
notebook prices was driven by the more competitive market and the delivery of low-cost educational
laptops for students within the scope of government programs.
Average Price of PCs in the Brazilian Market
Desktops
Notebooks
7,364
2,660
55.6%
2,293
3,696
1,441
1,291
663
2004
687
2005
615
2006
78.5%
5,912
615
2007
Desktops (in R$)
1,278
646
2008
1,372
1,190
638
2009
629
2010
1,185
659
2011
Desktops (in US$)
2,413
1,837
2004
1,773
2005
1,441
2006
2,313
2,202
1,826
1,581
1,150
1,169
1,024
965
879
2007
2008
2009
2010
2011
Notebooks (in R$)
Notebooks (in US$)
Source: IDC
41
Guide to Participating in Shareholder Meetings
These declines were also due to the so-called MP do Bem, implemented in November 2005, which
exempted computers costing up to R$4,000.00 from PIS/COFINS tax of 9.25%, a benefit that was
initially scheduled to be removed at the end of 2009, but which was renewed by the federal government
until the end of 2010, through Executive Order472/09, converted to Law 12.249/10 (for further
information, see the section "Fiscal Environment of the Hardware Industry").
In accordance with the chart below, the exchange rate trajectory in recent years in Brazil was
marked by the appreciation of the domestic currency to the detriment of the dollar as a result of
the Brazilian financial soundness in terms of international reserves, the low debt in foreign
currency, the diversified domestic economy and the resilience and rapid recovery of local real
economy during and after the world financial crisis, when the exchange rate presented a trend
opposed to the one previously described. More recently, at the end of 2011, the U.S. dollar
suddenly appreciated against the Brazilian Real, fueled by Greece’s expected moratorium and
uncertainties surrounding the ability of certain other EU countries to pay their sovereign debt.
Exchange rate - R$/US$
3.00
2.50
2.00
1.50
1.00
Mar-11
Aug-11
Oct-10
May-10
Jul-09
Dec-09
Feb-09
Sep-08
Apr-08
Jun-07
Nov-07
Jan-07
Aug-06
Oct-05
Dec-04
May-05
-
Mar-06
0.50
Source: Bacen
Penetration of computers per home
The factors that influenced our sales volumes described in this section increased the percentage of homes
with PCs, especially in class C, which went from 16% in 2005 to 34% in 2010, according to the CGI
(Internet Steering Committee).
Homes without PCs per Social Class
(million)
PC Penetration in Homes
Social
Class
2005
2006
2007
2008
2009
2010
4.2
3.9 0.3 4,2
AA 4.0
4,3
A
90%
86%
88%
95%
94%
93%
BB
B
57%
63%
63%
70%
77%
76%
CC
C
16%
19%
25%
25%
32%
34%
DE
2%
3%
4%
3%
5%
5%
Source: TIC Domicílios 2010 – CGI (Internet Steering
Committee)
8.4
6.4 2.0
6.6
2.0 8,4
8,6
10.0
10.5
D/E
14.0
D/E 0.7
0.7 12.9
Homeswith
withPC
PC
Homes
21.2
20.4
31.0
31,2
31,0
14,7
13,6
13.6
Homes without
without PC
Homes
PC
Source: Estimates based on
Censo 2010, IPSOS 2012 e TIC 2010
42
Guide to Participating in Shareholder Meetings
The increase in class C, combined with the current low penetration of PCs in homes, is responsible for a
potential first purchase market of around 20 million computers, as we can see in the graph above.
Another factor worth noting is the low penetration of notebooks, which currently grows at rates higher
than those of desktops, mainly in the higher income classes. In addition to the first purchase market, the
growth in the installed based in homes will foster a relevant replacement market.
2) Fiscal Environment of Hardware Industry
The PC industry in Brazil has tax cuts at both federal and state levels in order to encourage job creation
and combating informality. Such incentives have been instrumental in maintaining the competitiveness of
the country's official industry because the lower tax rate provides a lower price to the final consumer. We
detail below an estimate of the tax burden on the manufacturing of PCs in Brazil:
Tax
Legislation
Expiration Year
Imported PC
Brazilian PC
Various federal laws
None
16% on average
2% on average on
components
- IPI¹
Laws 8,248/91, 10,176/00, and
11,077/04
up to 2019
15%
0.75%
- PIS/COFINS²
Law 11.196/05 and 12.249/10
up to 2014
0%
0%
Various state laws
None
12%
0%
43%
2.75%
1 - Federal Taxes
Import Tax (II)
Sales tax
2 - State Taxes
Sales tax
- ICMS³
Total taxes (average)
¹ The reduction in IPI (federal VAT), 95% until 2014, 90% in 2015 and 70% from 2016 to 2019, is due to compliance with the Basic Production Process and
mandatory investments in R&D, whose amount is calculated based on a percentage of the billing of products that receive an incentive, excluding the inputs
benefiting from the Basic Production Process and sales taxes. This percentage went from 2% until the end of 2009 to 3% as of 2010, pursuant to Law 12249 (a
reduction considering that it was originally scheduled to reach 4% as of 2010). For Positivo Informática, the obligation to invest in R&D should represent
around 1,5% of the Company’s total gross revenue.
² On the direct sales of PCs up to R$4,000.00. On indirect sales, 9.25% PIS/COFINS Tax.
³ average effective tax rate on interstate sales between the states of South and Southeast.
Federal Taxes
IPI (federal VAT):
The primary federal incentive is the reduction of the IPI tax, which currently is 95%. To be entitled to this
benefit, the PCs should be produced according to the Basic Productive Process - BPP, which is a
minimum set of operations necessary to characterize the effective industrialization in the country, which,
among other items, requires that part of the components be purchased from local manufacturers. The
reduction of the IPI tax is valid until 2019 and varies according to the following schedule:
43
Guide to Participating in Shareholder Meetings
Period
IPI Reduction
Effective tax rate
2004 to 2014
95%
0.75%
2015
90%
1.5%
2016 to 2019
70%
4.5%
In order to qualify for this benefit, the company must invest every year a portion of its gross revenue from
PCs in research & development activities, whose value is calculated according to Law No. 8,248/91. Up
until 2009, this percentage was 2.0% of income from subsidized products (desktops and notebooks),
excluding inputs benefited from the BP.P. and taxes on sales, which represented approximately 1.0% of
the company's total gross revenue in 2008. From January 2010 to December 31, 2014, in accordance with
Executive Order 472/2009, the percentage of mandatory investment in R&D went from 2.0% to 3.0%,
which should correspond to 1.5% of the Company's total gross revenue. Positivo Informática will direct
part of these investments to Educational Technology and the development of digital content, with the aim
of increasing the Company’s profitability. The R&D obligation varies in accordance with the following
schedule:
Period
Percentage *
2004 to 2009
2.00%
2010 to 2014
3.00%
2015
3.75%
2016 to 2019
3.50%
* On income from subsidized products (desktops and notebooks), excluding inputs benefited from the BP.P. and taxes on sales
PIS/COFINS:
Law 11,196/05 guarantees computers that cost up to R$4,000.00 an exemption from the rate of 9.25% of
PIS/COFINS taxes when the sale is made directly to the final consumer. This benefit was extended to
December 31, 2014 by Law 11.941/2009, being fundamental to stimulate the official industry of PCs
since it brought prices to levels competitive with the gray market, which was 79.4% in 2004 and
represented 21.3% of the total market in 2011.
Import Tax:
The import tax (II) on PCs produced abroad is considerably higher than the rate on the components,
increasing the competitiveness of PCs produced in Brazil. However, the II tax on components is very low
(2.0% on average), allowing intense trade of components between Brazil and other countries, and this is
the reason why the administration considers it a low risk for the World Trade Organization to question the
Brazilian legislation.
BPP - Basic Production Process:
The federal government sets manufacturing rules and a schedule of nationalization of the purchase of
components for PC makers who want to benefit from the reduction of IPI tax. The table below
summarizes these rules and schedule under the current regulations:
44
Guide to Participating in Shareholder Meetings
Product
Should be
produced in
Brazil
Other
components
should be
produced in
Brazil with BPP,
as below, in the
indicated %
(annual
percentages)
100%:
Use 3 of the 6
Computer itself,
options:
motherboard,
Cabinet, HDD,
video
memories, PCIs,
controller,
AC adapter or
network
export
interface card,
Wireless
fax/modem card
communications
and SDRAM
Interface
memory
(*) % minimum of each isolated component
Notebook
Motherboard
Percentages
Percentages
Percentages
Percentages
Percentages
Percentages
2009
2010
2011
2012
2014
2014
thereafter
10% (*)
10% (*)
10% (*)
10% (*)
10% (*)
10% (*)
-
-
20%
50%
50%
80%
75%
75%
75%
75%
75%
75%
30%
30%
40%
50%
50%
50%
20%
20%
40%
40%
40%
40%
-
30%
35%
40%
40%
40%
Desktop
SDRAM Memory
produced in Brazil
with PPB
SDRAM Memory
produced in Brazil
(with or without
PPB)
100%:
Notebook itself
Tablet
100%: Tablets
itself
NAND Flash with
PPB (if applicable)
NAND Flash
produced in Brazil
(if applicable)
Comms. interface
-
60%
55%
50%
50%
50%
20%
20%
20%
20%
20%
20%
AC/DC converter
30%
30%
30%
30%
30%
30%
Hard Drive
Wireless
communications
Interface
20%
20%
20%
20%
20%
20%
-
-
20%
50%
50%
80%
Motherboard
-
-
50%
80%
95%
95%
Wireless
communications
Interface
-
-
-
-
50%
80%
Mobile network
access card
-
-
-
-
20%
30%
-
-
-
50%
80%
80%
-
-
-
20%
30%
50%
-
-
-
-
-
50%¹
AC/DC converter
Components or
cards that support
Memory functions
with PPB
LCD, plasma or
other touchsensitive screens
1
The term may be reassessed by the federal government in order to ensure that the Basic Productive Process is compatible with
effective domestic supply.
45
Guide to Participating in Shareholder Meetings
As you can see in the table, there is a growing requirement for purchasing components from national
manufacturers. For monitors, the federal government established a BP.P. independent of the BP.P. for
computers. Due to the BP.P. for monitors, the import of monitors manufactured abroad has become much
more costly than to purchase monitors manufactured locally. It is for this reason that manufacturers of
PCs in Brazil buy virtually 100% of monitors from local manufacturers.
State Taxes – ICMS
Decree 5,375/02 of the State of Paraná, where Positivo Informática's factory is located, reduces the ICMS
tax on sales of PCs to an effective tax rate of 3%. This reduction applies to companies that produce in the
State of Paraná in accordance with the BP.P. established by federal law and meet the requirement of
investment in R&D in the state.
Although the rate in the State of Paraná is higher than other states, the purchase of components generates
sufficient credits to offset the rate of 3%, which means that ICMS tax does not represent a financial
disbursement for the company.
Following the example of the federal government, the states reduced taxes on the sale of PCs to curb the
informal market and smuggling. Thus, virtually all Brazilian states grant reduction of ICMS on the sale of
PCs.
Location of Manufacturer
Paraná
Amazonas
Bahia
São Paulo
Minas Gerais
Credit (Subsidized)
9%
12%
12%
7%
12%
ICMS tax on sales
12%
12%
12%
7%
12%
Cost of ICMS for the manufacturer
3%
0%
0%
0%
0%
There is no uniformity in the interpretation of the tax legislation or between the several states of the
country, generating different fiscal treatment of taxpayers' operations in these places, which may be lead
to conflict between the states.
Positivo Informática believes that its current strategy of keeping the main factory in Curitiba and the
plants in Ilhéus and Manaus is the best way to maintain its competitiveness as this allows for greater
flexibility since the industry does not demand large investments in operational infrastructure.
The Grant for Investment - Income Tax Incentive
In contrast to the benefit of ICMS, the state of Paraná requires the Company to invest in the state a
portion of the investment required in R&D generated by Law 8,248/91, most of which has been directed
to the Educational Technology segment. With the introduction of law 11,638/07, the grant for investment
began to be based on the result, and with law 11,941/09 it was left up to the company to distribute or not
the dividends for this benefit. The portion distributed should be taxed by IRPJ and CSLL taxes and the
undistributed portion should be allocated into the Shareholder's Equity in Revenue Reserve account
(fiscal incentives).
b.
Variations in income attributable to changes in prices, exchange rates, inflation, changes in
volumes, and introduction of new products and services
c.
Impact of inflation, price variance of the key inputs and products, the exchange rate and
interest rate on the operating income and the Company's financial result.
46
Guide to Participating in Shareholder Meetings
As mentioned previously, approximately 90% of the cost of a PC is pegged to the dollar, which makes the
pricing of our products directly influenced by movements in the exchange rate. Thus, the lower the level
of the exchange rate, the greater the potential demand for our products because we gradually pass on this
reduction in costs to our customers, making it eventually possible for the lower classes of the population
to purchase computers.
However, an increase in the exchange rate could negatively impact the company's operating profit, since
it is necessary to pass on to customers this increase in costs. In such a scenario, if the speed of these
transfers is lower than those presented by the exchange rate, the company's profitability tends to suffer a
temporary fall due to absorption of part of the costs. However, when a stabilization of exchange rate
movements occurs, the competitors in the PC market begin to practice pricing at the same level of
exchange, which tends to normalize the industry's profitability as a whole.
Furthermore, an increase in the exchange rate to very high levels, even if it is slow, could make the final
price of PCs in Brazil so expensive to the point of impacting the demand for the product coming from the
class C base, who acquires PCs mainly through retailers. In this scenario, the minimum installment could
evolve to a level above the disposable income of that population, thus reducing part of the demand for the
company's products and thus resulting in less dilution of our fixed costs, which would reduce our
profitability.
The components for manufacturing computers are usually priced in dollars and a good portion coming
from the Asian continent where there is a certain concentration of the production of some inputs among a
few suppliers. A temporary rise in the price of relevant components could affect the pricing of the final
product for the consumers globally. Aiming to mitigate the risks of concentration of suppliers, Positivo
Informática tries to whenever possible, work with more than one supplier per type of input.
A possible rise in interest rates could result in an increase of our cost of obtaining funds in the financial
market, which have usually been necessary on a seasonal basis, respecting the characteristic of our
business, affecting in this way, our financial results.
The constant update of the product portfolio is a characteristic of the Company’s business, fundamental to
its appeal to consumers. Since Positivo Informática is focused on Brasil and has acquired expertise along
the more than six consecutive years of market leadership, the Company believes it is faster than the
competition to adapt new products, developed in a customized manner to appeal to the Brazilian
consumer, but always on the forefront of technology. Positivo Informática was the first company to
manufacture netbooks in the domestic market, in the first half of 2008. In 2009, it introduced a new form
factor, “all in one” computers and launched the Positivo Fácil material, product of more than a year of
studies with beginning users. In addition, in 2010, the Company launched Positivo Unique 60, the first
notebook priced at under a thousand reais, filling a gap in the portable computer market and achieving
immediate success, and made its first entry into the e-reader market with the Positivo Alfa line. These
initiatives underlined the Company’s state-of-the-art status in the development and adaptation of
technologies to the Brazilian taste. In 2011, the Positivo Ypy tablets and the Mundo Positivo virtual
ecosystems were launched with content in Portuguese, developed after 20 months of research with
Brazilians. The company also implemented 3D technology in a complete retail product line, which was
widely accepted by consumers in the fourth quarter. These initiatives underlined the Company’s front-line
status in regard to developing and adapting technologies to suit Brazilian taste.
10.3.
The Executive Officers should comment on the relevant effects that the events below have
caused or are expected to cause on the Company's financial statements and its results.
a.
Introduction or disposal of operating segment
There was no introduction or disposal of an operating segment in our activities during the fiscal years
ended December 31, 2009, 2010, or 2011 that has caused or is expected to cause relevant effect on the
company's financial statements or results.
47
Guide to Participating in Shareholder Meetings
b.
Constitution, acquisition, or selling of holding
In December 2009, the Company announced the acquisition of Boreo Comércio de Equipamentos Ltda.,
owner of the Kennex brand. This acquisition complemented the Company’s sales strategy in the Brazilian
retail market, allowing greater access to its products in certain retail networks in which the Kennex brand
has a relevant presence.
In December 2010, the Board of Directors approved the constitution of a joint venture with the Argentine
company BGH Sociedad Anonima to produce and sell information technology products (desktops,
notebooks, all-in-ones, e-books and tablets) in Argentina and Uruguay. For this purpose, the Company
acquired 50% of the voting capital of Informatica Fueguina S.A., headquartered in Buenos Aires,
Argentina, which will act as the vehicle for the joint venture. These shares were previously held, directly
and indirectly, by BGH.
No relevant shareholding positions were constituted, acquired or sold during the fiscal year ended
December 31, 2011 that have had or are expected to have a relevant impact on the Company’s financial
statements or results.
c.
Unusual events or transactions
On October 1, 2009, the company completed the first phase of implementing its Enterprise Resource
Planning (ERP) system. This event temporarily impacted the levels of industrial productivity in October
and November that were lower than originally expected, which is normal in this type of system
deployments. These impacts were reflected in a sales volume lower than expected for 4Q09 and thus
elevating the level of inventories shown in our consolidated balance sheet of December 31, 2009. Both
the system and industrial productivity resumed stability in the fiscal year ended December 31, 2010.
There were no unusual events or transactions related to the Company and/or its activities in the fiscal year
ended December 31, 2011, that have had or are expected to have a relevant impact on the Company’s
financial statements or results.
10.4.
a.
Executive Officers should comment on:
Significant changes in accounting practices
On December 28, 2007 Law No. 11,638/07 was approved and was then complemented by Law No.
11,941/09 of May 27, 2009 (conversion into law by MP 449/08), which amended the Law of the Joint
Stock Companies and introduced new accounting rules applicable to this kind of company such as us with
the goal of convergence with international accounting practices (IFRS) issued by the IASB.
With this new legislation, certain accounting practices adopted in Brazil have changed since the financial
year beginning January 1, 2008. Therefore, the financial statements for the year ended December 31,
2008 were first presented with the adoption of the amendments introduced by this new legislation.
In addition, as of the end of the fiscal year 2010, the Company began to adopt the International Financial
Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB).
Accordingly, the consolidated financial statements for the year ended December 31, 2010 are the first to
be presented in accordance with IFRS. The Company applied the accounting policies defined in section
10.5 below for the fiscal years ended December 31, 2011 and December 31, 2010 and for the balance
sheet on the transition date, defined as January 1, 2009. In the measurement of the adjustments in the
opening balance and preparation of the balance sheet on the transition date, the Company applied the
mandatory exceptions and certain optional retrospective application exemptions established in IFRS 1 and
CPC 37(R1) - First-time Adoption of IFRS.
48
Guide to Participating in Shareholder Meetings
In the opinion of our Executive Officers and based on their specialist advisers (consultants, law firms, tax
experts, among others), the main changes in the accounting practices promoted by Law No. 11,638/07
and in articles 36 and 37 of Provisional Measure no. 449/08, converted into Law no. 11,941/09,
applicable to the company and adopted for the preparation of financial statements for the periods ended
December 31, 2009, 2010 and 2011 are listed in item "b" below.
b.
Significant effects of changes in accounting practices
We believe that the main effects of the initial adoption of Law 11,638/07 and Law No. 11,941/09 on our
financial statements are as follows:
Effects on Income Statement:
(i)
Gross Revenue (CPC 06): amounts related to short and long-term leasing operations
classified as financial commercial leasing were included in the gross revenue. These effects
are reflected in net revenue in its entirety.
(ii)
Gross Revenue (CPC 12): amounts related to average funding rate, applied proportionally to
maturity date issued at the sale were excluded from the gross revenue. These effects are
reflected in net revenue in its entirety.
(iii)
Cost of Goods Sold (CPC 06): amounts related to the cost of equipment and materials were
included for the lease and classified as financial commercial leasing.
(iv)
Cost of Goods Sold (CPC 12):amounts related to WeightedAverage Cost of Capital(WACC)
rate were excluded from the line of raw material, applied proportionately to the payment term
decided at the time of purchase.
(v)
General & Administrative Expenses (CPC 10):this line reflects the effects of the cost of stock
options granted to employees.
(vi)
Financial Revenue (CPC 12):affected by the financial revenue already incurred from the
maturity date issued at the sale, calculated on a daily pro rata based on average funding rate.
(vii)
Financial Expenses (CPC 12):affected by financial expenses already incurred from the period
obtained from suppliers, calculated on a daily pro-rata based on the WeightedAverage Cost of
Capital(WACC) rate.
(viii)
Other Operating Incomes (Expenses) (CPC 04):Law No. 11,941/09 expressly excluded the
ledger account named deferred charges. Expenses that were not classified as intangible asset
were classified as other operating expenses.
(ix)
Non-operating Income (Expenses):according to Technical Orientation OCPC 02, this account
no longer exists.
(x)
Income Tax and Social Contribution: the adjustments arising from the application of Law
11,638/07, except for those resulting from CPC 07, produced effects on the booking of
income and social contribution taxes, but did not have any effect on the calculation of said
taxes;
(xi)
Grant for Investment (CPC 07):after the implementation of Law 11,638/07, the tax incentives
previously considered directly in shareholder's equity began to be considered in the income.
49
Guide to Participating in Shareholder Meetings
Effects on the Balance Sheet:
(i)
Clients (CPC 12):defines that the current assets should be adjusted by present value when
relevant. The company adopted the premise of adjusting the present value of its assets as
determined by the standard, using the average funding rate.
(ii)
Net intangible (CPC 04):expenses that were not classified as intangible asset were classified
as operating expenses.
(iii)
Suppliers (CPC 12):defines that the current liabilities should be adjusted by present value
when relevant. The company adopted the premise of adjusting the present value of its
liabilities as determined by the standard using the WeightedAverage Cost of Capital(WACC)
rate.
(iv)
Deferred Income (CPC 07):refers to the portion retained related to the Grant for investments,
which will be recognized in income as investments in R&D are amortized.
(v)
Unearned Income (CPC 07): throughout 2008, based on CVM Instruction 469, investment
subsidies related to 2008 were booked under unearned income. A partir da aplicação da Lei
11.638/07, regulamentada pelo CPC 07, esses valores passaram a transitar pelo resultado;
(vi)
Shareholders' Equity: adjustments arising from the application of Law 11,638/07 already
explained in this document produced effects on shareholder's equity.
Below are presented the main effects arising from the adoption of International Financial Reporting
Standards (IFRS), in the Company's understanding, on the financial standards:
Effects on the Income Statement:
(i)
Investment Subsidy (IAS 20): as of the application of Law 11638/07, the tax incentives that
were recognized directly in the balance sheet under shareholders’ equity began to be
recognized in the income statement and the change arising from the adoption of IFRS consists
of the application of the effects of amortization of deferred revenue including for periods
prior to the fiscal year 2008.
Effects on the Balance Sheet:
(i)
Accounts Receivable (IFRS 7): this line considers the balances related to receivables
previously executed through credit assignment agreements for the advance of receivables;
(ii)
Deferred Revenue (IAS 20): created based on the application of Law 11638/07, this line
refers to the retained portion related to the Investment Subsidy which is recognized in the
result in the future as the corresponding investments in R&D are amortized. The change
arising from the adoption of IFRS consists of the application of its effects including in periods
before the fiscal year 2008;
(iii)
Dividends Payable (IAS 10 and IAS 37): the amounts related to the mandatory minimum
dividends, which corresponds to 25% of net income, for the fiscal years indicated were
classified in current liabilities, as established in the Company’s by-laws.
(iv)
Loans and Financing (IFRS 7): as a contra entry to the effects in Accounts Receivable, the
balances related to the executions of trade notes were recognized through credit assignment
agreements for the advance of receivables;
50
Guide to Participating in Shareholder Meetings
(v)
c.
Shareholders’ Equity: The adjustments arising from the adoption of IFRS related to Deferred
Revenue and Dividends Payable had their contra entries reflected in the Income Reserve
under shareholders' equity.
Qualifications and emphases present in the auditor's opinion
No qualifications and emphases were made on the opinion of our auditors in the past 3 fiscal years.
10.5.
The Executive Officers should indicate and comment on critical accounting policies adopted
by the Company, exploring in particular accounting estimates made by management on uncertain and
relevant issues for the description of the financial position and results that require subjective or
complex judgments such as provisions, contingencies, recognition of income, tax credits, long-lived
assets, useful lives of non-current assets, pension plans, adjustments in foreign currency conversion,
environmental remediation costs, criteria for asset recovery testing, and financial instruments
When applying the Company’s accounting policies, the Management should make judgements and
prepare estimates based on the book value of assets and liabilities. The estimates and respective
assumptions are based on historical experience and other factors deemed relevant. Actual results may
differ from these estimates. As such, any settlement of transactions involving these estimates may result
in amounts different from those recorded in the financial statements due to the inaccuracies inherent to
the estimation process.
It is worth noting that said estimates and subjacent assumptions are revised constantly and the effects of
such revisions are recognized in the period in which such estimates are revised, if the revision affects only
that period, or, also in later periods, if the revision affects both current and future periods.
The main sources of uncertainty in the estimates are:
Recovery of internally-generated intangible assets: During the fiscal year, Management revised the
recovery of internally-generated intangible assets from several projects. If deemed necessary, the
Management may recognise provisions for the impairment of said intangible assets.
Goodwill write down: To determine if goodwill has been impaired, it is necessary to estimate the value in
use of the cash generating units to which goodwill has been allocated. The calculation of the value in use
requires Management to estimate future cash flows expected from the cash generating units and an
appropriate discount rate for the present value to be calculated.
Evaluation of financial instruments: The Company uses evaluation techniques that include information
that is not based on market observable data to estimate the fair value of certain types of financial
instruments. Management believes that the selected evaluation techniques and assumptions used are
appropriate to determine the fair value of financial instruments. The Company has a variety of derivative
instruments to manage its exposure to interest rate and foreign exchange risks, including forward
exchange contracts, as well as interest rate and currency swaps. The derivatives are initially recognized at
the fair value on the date they are contracted and are subsequently remeasured by the fair value at the end
of the year. Gains or losses are recognized in the result immediately, unless the derivative is designated
and effective as a hedge instrument, in which case, the time of recognition in the result depends on the
nature of the hedge ratio.
The Company’s consolidated financial statements are prepared based on the accounting practices adopted
in Brazil, which comprise those included in the Brazilian corporate legislation and the Pronouncements,
Instructions and Interpretations issued by the Accounting Pronouncements Committee (CPC) and
approved by the Brazilian Securities and Exchange Commission (CVM). These statements were prepared
in accordance with International Financial Reporting Standards (IFRS) issued by the International
Accounting Standards Board (IASB).
51
Guide to Participating in Shareholder Meetings
The significant accounting principles applied in preparing our financial statements are set forth below:
Government grants: Grant for investment and costing purposes: as mentioned in note 8, the Company
benefits from tax incentives. The portion corresponding to the use of tax benefits related to ICMS arising
from the sale of manufactured goods is recognized as follows:
As current year income, the benefit portion related to investment obligations was fully
met;
The benefit portion related to investment obligations not fully met was maintained in
liabilities, under deferred income;
The benefit portion related to amortizable assets was also recorded in liabilities, under deferred income.
This portion will be recognized as income over the useful life of this asset, proportionally to its
amortization.
As a costing grant, the portion arising from product resale is recorded in income. Both the costing and
investment grants are recorded in income under “Taxes and contributions”.
Deferred taxes: Deferred income tax and social contribution (“deferred taxes”) are recognized on
temporary differences at the end of each reporting period distributed between asset and liability balances
recognized in the financial statements and the corresponding tax basis used to determine taxable income,
including tax losses balance, when applicable. Deferred tax liabilities are generally recognized on all
temporary taxable differences and deferred tax assets are recognized on all deductible temporary
differences, only when it is probable that the Company will present future taxable income at an amount
sufficient to allow the use of these deductible temporary differences. Deferred tax assets or liabilities are
not recognized on temporary differences resulting from goodwill or initial recognition (except for
business combination) of other assets and liabilities in a transaction that does not affect taxable or
accounting income.
Deferred tax liabilities are recognized for taxable temporary differences associated to investments in
subsidiaries, associates and joint ventures, except when the Company is able to control the reversal of
temporary differences and when it is probable that this reversal will not occur in a foreseeable future.
Deferred tax assets derived from deductible temporary differences related to such investments and interest
can only be recognized when it is probable that there will be future taxable income in an amount
sufficient to allow the use of such temporary differences and when its reversal is probable in a foreseeable
future.
The recoverability of the deferred tax asset balance is reviewed at the balance sheet date and, when it is
no longer probable that future taxable income will be available to allow the recovery of all or part of
assets, the asset balance is adjusted based on the expected recoverable amount.
Deferred tax assets and liabilities are measured at the rates applicable in the period in which liability is
expected to be settled or the asset realized, based on the rates provided for in tax law prevailing at the end
of each reporting period, or when a new law is approved. The measurement of deferred tax assets and
liabilities reflects the tax consequences of how the Company expects, at the end of each reporting period,
to recover or settle these assets and liabilities’ carrying amounts.
Intangible Assets:
- Intangible assets acquired separately: Intangible assets with defined useful lives and acquired separately
are recorded at cost, less accumulated amortization and impairment. Amortization is recognized on a
straight-line basis over the estimated useful lives of assets. The estimated useful life and the amortization
method are reviewed at the end of each year and the effect of any changes in estimates is accounted for on
52
Guide to Participating in Shareholder Meetings
a prospective basis. Intangible assets with indefinite useful lives and acquired separately are recorded at
cost, less accumulated impairment.
- Internally developed intangible assets – development expenses: Research costs are recorded as expenses
in the period in which they are incurred.
The internally developed intangible asset resulting from development expenses (or of an internal project
development stage) is recognized if, and only if, all the following conditions are present:
The technical feasibility of completing the intangible asset for use or sale;
The intention of completing the intangible asset and use it or sell it;
The capacity to use or sell the intangible asset;
The intangible asset is likely to generate future economic benefits;
The availability of proper technical, financial, and other resources to complete the development
of the intangible asset in order to use or sell it; and
The ability of reliably measuring expenses attributable to intangible assets over its development.The
amount originally recognized of internally developed intangible assets correspond to the sum of expenses
incurred since the intangible asset started to meet the recognition requirements above. When no internally
developed intangible asset may be recognized, development expenses will be recognized in income
(expenses) for the period, when incurred.
Subsequently to the initial recognition, intangible assets generated internally are recorded at cost, less
accumulated amortization and impairment, as well as intangible assets acquired separately.
- Write-off of intangible assets: An intangible asset is written off upon disposal or when there are no
future economic benefits resulting from use or disposal. Gains or losses resulting from the write-off of an
intangible asset, measured as the difference between net income from disposal and the asset carrying
amount, are recognized in income upon write-off of the asset.
Impairment of tangible and intangible assets, excluding goodwill: At end of each year, the Company
reviews the carrying amounts of its tangible and intangible assets to determine if there are indications of
impairment of such assets. If there is any indication, the asset recoverable amount is estimated to measure
the impairment amount, if any. If it is not possible to estimate the recoverable amount of an individual
asset, the Company calculates the recoverable amount of the cash generating unit to which the asset
pertains. When a reasonable and consistent recognition basis may be identified, corporate assets are also
allocated to individual cash generating units or to the smallest group of cash generating units for which a
reasonable and consistent recognition basis may be identified.
Intangible assets with indefinite useful lives or not yet available for use are tested for impairment at least
once a year and whenever there is any indication that the asset may be impaired.
The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Estimated future cash flows are discounted to present value to determine the value-in-use at the pre-tax
discount rate that reflects a current market assessment rate of the time, cash value, and specific risks for
the asset for which the cash flow estimate was not adjusted.
If the carrying amount of an asset (or cash generating unit) exceeds its recoverable amount, the carrying
amount of the asset (or cash generating unit) is reduced to its recoverable amount. Impairment losses are
immediately recognized in income.
53
Guide to Participating in Shareholder Meetings
When the impairment loss is subsequently reversed, the carrying amount of the asset (or the cash
generating unit) increases to the reviewed estimate of its recoverable value, provided that it does not
exceed the carrying amount that would have been determined had no impairment losses been recognized
for the asset (or cash generating unit) in prior years. The reversal of impairment losses is immediately
recognized in income.
Inventories: Inventories are stated at the lower of cost and net realizable value. The cost of inventories is
determined at the average cost method. The net realizable value corresponds to the estimated sales price
of inventories, less all estimated completion and sale costs. Provision for obsolescence of inventories is
made based on the assessment of raw materials, inventories for resale and finished goods which are not
clearly expected to be used or sold. The main basis for this evaluation is the inventory turnover,
segregating goods allocated to the production from those allocated to technical assistance.
Provisions: The provisions are recognized for present obligations (legal or deemed) resulting from past
events, when it is possible to reliably estimate the amounts and whose settlement is probable.
The amount recognized as provision is the best estimate of the consideration required to settle the
obligation at the end of each reporting period, considering risks and uncertainties related to the obligation.
When the provision is measured based on estimated cash flows to settle the obligation, its carrying
amount corresponds to the present value of these cash flows (where the time value effect of money is
relevant).
When it is expected that some or all economic benefits required to settle a provision is recovered from a
third party, an asset is recognized if, and only if, the reimbursement is certain and the amount can be
reliably measured.
Collaterals: The provisions for expected warranty costs related to local sales are recognized on the date
the respective products are sold, based on Management’s best estimate of the expenses required to settle
the Company’s obligation.
Based on the number of computers under warranty and the warranty period for those computers, and the
recent history of service frequency per machine and the average cost of technical support services,
provisions were estimated to cover the total obligation assumed in relation to the equipment under
warranty for the respective periods.
Derivative financial instruments: The Company has several derivative financial instruments to manage its
exposure to interest rate and exchange risks, including forward exchange contracts, and interest rate and
currency swaps. Derivatives are initially recognized at fair value on the date contracts are signed and are
later remeasured at fair value at end of year. Possible gains or losses are recognized immediately in the
statement of income, unless the derivative is designated and effective as hedge instrument; in this case,
the time of recognition in income or loss depends on the nature of the hedge relationship.
10.6.
Regarding the internal controls adopted to ensure the preparation of reliable financial
statements, the Executive Officers should comment as follows:
a.
Degree of efficiency of such controls, indicating possible imperfections and actions taken to
correct them
We believe that the internal procedures and systems for preparing our financial statements are sufficient
to ensure reasonable efficiency and accuracy. Considering the rapid expansion of our activities in recent
years and the dynamics of our business, it was decided to implement an Enterprise Resource Planning
(ERP) system in order to improve our internal controls. The Company’s ERP began operations on
October 1, 2009 and is now stabilized. However, additional investments are envisaged in order to
54
Guide to Participating in Shareholder Meetings
maximize its potential, resulting in further improvements to processes, controls and operating efficiency
in the medium and long term.
b.
Deficiencies and recommendations on internal controls in the independent auditor report
The opinions of our independent auditors regarding the company's financial statements relating to fiscal
years ended December 31, 2009, 2010 and 2011 did not show any deficiencies and/or significant
recommendations on the procedures and internal controls that we use for preparing our financial
statements.
10.7.
If the Company has made a public offering of securities, the Executive Officers should
comment as follows:
a.
How the resources resulting from the offering were used
Not applicable. The Company did not carry out a security offering in the past three fiscal years.
b.
If there were relevant differences between the effective use of the resources and the
investment proposals disclosed in the prospectuses of their distribution
Not applicable. The Company did not carry out a security offering in the past three fiscal years.
c.
If there were deviations, reasons for such deviations
Not applicable. The Company did not carry out a security offering in the past three fiscal years.
10.8.
The Executive Officers must describe the relevant items that have not been evidenced in the
Company's financial statements, including:
a.
Assets and liabilities held by the Company, directly or indirectly, that do not appear on
its balance sheet (off-balance sheet items), such as:
i.
Operating commercial leasing, assets and liabilities
ii.
Portfolios of receivables written off over which the entity maintains risks and
responsibilities, indicating their liabilities
iii.
Contracts for future purchase and sale of products or services
iv.
Unfinished construction contracts
v.
Contracts for future receipts from financing
There are no assets or liabilities owned by the Company that are not stated in the balance sheet in 2009,
2010 and 2011.
The Company has agreements for the delivery of equipment to government clients, which were executed
after the Company was declared the winner of the respective bids. Positivo Informática’s 2012 Brazilian
government delivery portfolio is estimated at more than 340,000 computers and, in Argentina, the
government portfolio for Positivo BGH products began 2012 with an estimated volume of 25,000
notebooks. In Brazil, such agreement refers to a project of the National Fund for the Development of
Education (FNDE) for the acquisition of educational laptops allocated to the Ministry of Education’s One
Computer per Student program (“PROUCA”). The bid was carried out in the system of price registration
and there is no obligation to acquire all the educational laptops object of the invitation to bid.
55
Guide to Participating in Shareholder Meetings
b.
Other items not shown in the financial statements
There are no other relevant items that are not evidenced in the Company’s financial statements.
10.9.
For each one of the items not disclosed in the financial statements referred to in item 10.8, the
Executive Officers should comment as follows:
a.
How these items alter or could alter income, expenses, operating income, financial expenses,
or other items on the Company's financial statements
Not applicable. As mentioned in item 10.8.b, there are no other relevant items that are not evidenced in
the Company’s financial statements.
b.
Nature and purpose of the operation
Not applicable. As mentioned in item 10.8.b, there are no other relevant items that are not evidenced in
the Company’s financial statements.
c.
Nature and amount of the obligations taken on and rights generated in favor of the Company
as a result of the operation
Not applicable. As mentioned in item 10.8.b, there are no other relevant items that are not evidenced in
the Company’s financial statements.
10.10. The Executive Officers shall indicate and comment on the key elements of the Company's
business plan, specifically exploring the following topics:
a.
Investments, including:
i.
Qualitative and quantitative description of the investments in progress and
planned investment
One of the Company’s main ongoing investments is the Integrated Corporate Management System - ERP
(SAP). The investments allocated to this project began in 2008 and R$38.8 million had been allocated
until December 31, 2010. The Company’s expectation is to invest another R$3.3 million in 2011 to
expand and improve the functionalities of this system. The Company will continue to invest in expanding
and improving the functionalities of this system, albeit substantially less so as of 2012, since its
implementation absorbed the highest share of funds.
In order to benefit from Lei de Informática, the Company must invest in research and development
(R&D), whose total amounts currently represent 1.5% of gross revenue. Investments in R&D are an
opportunity for the Company to improve its positioning in the competitive process, as it allocates these
resources for the development of new products, functionalities, technologies and services, contributing to
the sustainability of the business.
Preliminary calculations estimate that the portion of R&D investments eligible as intangible assets will
come to R$21.9 million in 2012 and the remainder will be recognized as an expense in the income
statement along the year.
Total investments in 2012 are initially estimated at R$59.6 million, most of which allocated to: (i)
increasing motherboard production capacity in the Curitiba plant; (ii) the introduction of a new serial
production line in Curitiba; and (iii) the acquisition of high-performance servers, given the increasing use
of the ERP system. Investments in the Tierra del Fuego plant in Argentina are estimated at R$3.2 million
56
Guide to Participating in Shareholder Meetings
and are also included in the “Others” line, mainly related to a project to increase the unit’s motherboard
production capacity.
ii.
Sources of investment financing
To achieve the mentioned investments, the Company intends to use its own resources, seek lines of credit
from financial institutions, as well as use the resources related to the credit line opened with BNDES for
innovative activities.
iii. Ongoing relevant divestitures and planned divestitures
There is no relevant divestiture of capital in progress or planned for the coming years.
b.
If already disclosed, indicate the acquisition of plants, equipment, patents, or other assets that
should materially influence the Company's productive capacity
No relevant capital divestments are in progress or envisaged in the coming years.
c.
New products and services, including:
i.
ii.
iii.
iv.
Description of ongoing research already disclosed
Total amounts spent by the Company on research to develop new products or services
Projects in development already disclosed
Total amounts spent by the Company in developing new products or services
Besides the investments listed as research and development activities throughout this document, there are
no new products or services in developments that have already been disclosed.
10.11. Comments on other factors that had a relevant influence on the operational performance and
that have not been identified or commented on other items in this section
There are no other factors that had a relevant influence on the company's operational performance and
that have not been identified or commented on other items in this section 10.
57
Guide to Participating in Shareholder Meetings
EXHIBIT II
INFORMATION INCLUDED IN ITEM 13 OF THE REFERENCE FORM
MANAGEMENT FEES
13.1. Describe the compensation policy or practice of the Board of Directors, the statutory and nonStatutory Board of Executive Officers, the Fiscal Council, the statutory committees, and committees of
auditing, risk, financial, and compensation, addressing the following aspects:
a.
Objectives of the compensation policy or practice
The practice of the Company's compensation for the members of its Board of Directors, Audit
Committee, and its statutory and non-Statutory Board of Executive Officers has the main objective of
attracting and retaining well-qualified professionals for the Company's strategic positions in order to
provide the company with a high level of performance and the alignment of the members of these bodies
with the Company's objectives.
Board of Directors
The compensation of members of the Board of Directors consists solely of fixed monthly payments as
director's fees.
Statutory and Non-Statutory Board of Executive Officers
The compensation paid to the Company's Statutory and Non-Statutory Board of Executive Officers
consists of a fixed monthly compensation, a variable compensation paid annually linked to the director's
performance and subject to reaching certain targets in their area and in the company, as well as an
eventual discretionary grant of a Stock Option Plan. In addition to the aforementioned compensation, the
Officers may join a health care plan under conditions that are more favorable than those practiced on the
market as a result of a partnership between the Association of Employees of Positivo Group (Associação
dos Funcionários do Grupo Positivo - AGRUPO) and the administrator of the health care plan. The total
cost of the plan is bore by the Officers themselves, so no expenses related to this benefit are incurred by
the Company.
For more information about the terms, conditions, and amounts for exercising the Stock Option Plan
granted to the Officers, see section 13.4 of this document.
Audit Committee
The compensation of the Audit Committee members consists solely of fixed monthly payments.
b.
The composition of the compensation includes the following elements:
i.
Description of the compensation elements and the objectives of each
Fixed compensation: base salary (Board of Directors, the statutory and non-Statutory Board of
Executive Officers of Executive Officers and Audit Committee). The objective of this type of
compensation is to recognize and reflect the value of the position internally (company) and externally
(market).
58
Guide to Participating in Shareholder Meetings
Variable compensation: bonus (Statutory and Non-Statutory Board of Executive Officers). The
objective of this type of compensation is to reward reaching and surpassing targets set for the company,
each area, and individuals that are in line with the budget, strategic planning, and market.
Benefits: the statutory and non-statutory officers may join a health care plan under conditions that are
more favorable than those practiced on the market as a result of a partnership between the Association of
Employees of Positivo Group (Associação dos Funcionários do Grupo Positivo - AGRUPO) and the
administrator of the health care plan. The total cost of the plan is bore by the Officers themselves, so no
expenses related to this benefit are incurred by the Company. The objective of this type of benefit is to
complement social welfare benefits.
Stock-based Compensation: Stock Option Plan (Statutory and Non-Statutory Board of Executive
Officers). This compensation consists of a long-term benefit and aims to enhance employee retention and
align interests with shareholders in creating value for the business in a sustainable manner.
ii.
Proportion of each element in the total compensation
Composition of Compensation
(%)1,2
Fixed Compensation
Variable Compensation
Benefits
Stock Based Compensation
Board of
Directors
100.00%
0.00%
0.00%
0.00%
Statutory
Executive
Board
82.98%
17.02%
0.00%
0.00%
Total
100.00%
100.00%
NonStatutory
Executive
Board
73.52%
20.55%
0.00%
5.93%
Fiscal
Council
-
Audit
Committee
100.00%
0.00%
0.00%
0.00%
100.00%
-
100.00%
¹ The percentages presented above consider all charges incurred by the Company, including Social Security.
² Base: fiscal year 2011.
The Fiscal Council was not installed at the Annual Shareholders’ Meeting of April 29, 2011, Annual
Shareholders’ Meeting of April 27, 2010 or at the Annual Shareholders' Meeting of April 28, 2009, no
longer existing after the latter date.
iii.
Method of calculating and adjusting each compensation elements
The total amount of compensation of the Company's Officers, including the adjustment, is fixed by the
Company's shareholders' general meeting for each fiscal year.
The adjustment of the fixed compensation for the non-Statutory Board of Executive Officers is held
annually considering all or part of the index obtained in union negotiation.
Sometimes specific adjustments of the fixed compensation amounts are made based on market surveys
conducted jointly with specialist external consultants in order to evaluate their competitiveness.
iv.
Reasons that justify the compensation's breakdown
The compensation structure of the Company's executives was developed with the objective of meeting the
strategic needs of the business in order to attract, retain, and motivate a framework for senior managers by
encouraging commitment to the Company's short, medium, and long-term results. Moreover, the
composition of the compensation is to ensure the competitiveness of total compensation package
compared with market conditions so as to ensure the retention and motivation of managers.
59
Guide to Participating in Shareholder Meetings
c.
Key performance indicators that are taken into account for determining each element of
compensation
The Company’s variable remuneration policy seeks to align the operation of statutory and non-statutory
officers and other employees with the interests of the Company and its shareholders. Individual annual
goals are set related to the respective areas of operations, such as sales, productivity, quality indicators,
process efficiency, compliance with terms and others. In addition, the Company’s overall nominal
financial results agreed upon with the Board of Directors work as multipliers of the individual goals
obtained, in the proportion of the actual results in the period.
d.
How the compensation is structured to reflect the evolution of performance indicators
As mentioned in item 10.1.c above, the targets of the Company's nominal overall financial performance
agreed upon with the Board of Directors are multipliers of the individual goals of the Officers in
proportion to the results actually achieved in the period.
e.
How the policy or practice of compensation is aligned to the Company's short, medium, and
long-term interests
The format of the compensation described above has the purpose of encouraging managers and
employees to seek better returns on investments and projects developed by the Company in such a way as
to align their interests with those of the company.
In a short-term perspective, the Company seeks to achieve this alignment through the fixed monthly
compensation and benefits package consistent with the function and the market.
In the medium-term, we aim to achieve this alignment through the payment of an annual bonus linked to
achieving targets and to the Company's performance as described in items 10.1.b and 10.1.c above.
In the long-term we seek to retain skilled professionals by granting to the members of our statutory and
non-statutory Board of Executive Officers the option to purchase our shares, as well as to other
employees whose long-term retention the management believes is important. Note that no stock options
were granted until the date of disclosure of this Reference Form apart from those presented in item 13.6
herein. However, the Board of Directors may approve the granting of new stock options.
f.
Existence of compensation supported by subsidiaries, affiliates, or direct or indirect
controlling shareholders
There is no compensation of executives supported by subsidiaries, affiliates, or direct or indirect
controlling shareholders.
g.
Existence of any compensation or benefit linked to a certain corporate event, such as the sale
of the issuer’s shareholding control
In the event of dissolution, transformation, merger, consolidation, spin-off, or reorganization of the
Company, in which the Company is not the remaining company, the Stock Option Plan shall terminate
and any previously granted option shall be extinguished unless in connection with such a transaction (and
when appropriate), (i) the Board of Directors approves the anticipation of the deadline for exercising the
option of the programs in effect, or (ii) it is established in writing the permanence of the plans and
assumption of options granted up until then with the substitution of such options for new options, as long
60
Guide to Participating in Shareholder Meetings
as the successor Company or its affiliate or subsidiary takes on the appropriate adjustments in number and
price of the stock options, in which case the plans would continue in the form provided at the time.
13.2. Compensation recognized in the income of last 3 fiscal years and forecast for the current fiscal
year of the Board of Directors, the Statutory Board of Executive Officers, and Fiscal Council:
The amounts presented in this section refer to the amounts recognized in the results or expected for the
period from January to December of the years indicated in the respective tables.
2009¹
Number of members²
Fixed annual compensation (in R$)
Salary or director's fees
Direct and indirect benefits
Compensation for participation in
Committees
Others
Variable Compensation (in R$)
Bonus
Profit sharing
Compensation for participation in
meetings
Commissions
Others
Post-employment benefits
Benefits motivated by the cessation of
tenure
Stock-based compensation
Amount per body of the
compensation
Board of
Directors
6.00
1,189,627.54
Statutory
Board of
Executive
Officers
9.17
5,258,977.27
Fiscal
Council³
1.00
81,952.74
Total
16.17
6,530,557.55
1,189,627.54
N/A
5,258,977.27
N/A
81,952.74
N/A
6,530,557.55
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
4,823,013.60
N/A
4,823,013.60
N/A
N/A
4,823,013.60
N/A
N/A
N/A
4,823,013.60
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
185,296.80
N/A
185,296.80
N/A
903,405.90
N/A
903,405.90
1,189,627.54
11,170,693.57
81,952.74
12,442,273.85
¹ The amounts presented above consider all the charges incurred by the Company, including INSS.
² The number of members of each body corresponds to the annual average number of members of each body calculated on a
monthly basis.
³ The Fiscal Council was not installed at the Annual Shareholders’ Meeting on April 28, 2009, and ceased to exist after this
date. As such, the Fiscal Council members performed their functions during 4 months in 2009. The average individual
compensation was calculated in accordance with Circular CVM / SEP / Nº 03 / 2010, which distorted the average amount
relating to the Fiscal Council, since its three members served for 4 months in 2009, taking the average weighted number of
members in the year to 1.00.
61
Guide to Participating in Shareholder Meetings
2010¹
Number of members²
Fixed annual compensation (in R$)
Salary or director's fees
Direct and indirect benefits
Compensation for participation in
Committees
Others
Variable Compensation (in R$)
Bonus
Profit sharing
Compensation for participation in
meetings
Commissions
Others
Post-employment benefits
Benefits motivated by the cessation of
tenure
Stock-based compensation
Amount per body of the
compensation
Board of
Directors
6.00
1,337,086.83
Statutory
Board of
Executive
Officers
8.42
5,430,439.92
Fiscal Council
N/A
N/A
Total
14.42
6,767,526.75
1,337,086.83
N/A
5,430,439.92
N/A
N/A
N/A
6,767,526.75
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
5,203,239.26
N/A
5,203,239.26
N/A
N/A
5,203,239.26
N/A
N/A
N/A
5,203,239.26
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
-
N/A
-
N/A
141,623.00
N/A
141623
1. 337.086,83
10,775,302.18
N/A
12,112,389.01
¹ The amounts presented above consider all the charges incurred by the Company, including INSS.
² The number of members of each body corresponds to the annual average number of members of each body calculated on a
monthly basis.
For fiscal year 2011, the Annual Shareholders’ Meeting approved the proposed overall annual
Management compensation of up to R$ 11,000,000.00, consisting of: (i) a fixed portion of up to R$
6,928,919.06; (ii) a variable portion of up to R$ 3,925,798.75; and (iii) share-based portion of up to R$
145,282.19.
The actual amounts were lower, as the following table shows. The main difference between the approved
proposal and the actual amounts in fiscal year 2011 was the lower variable compensation paid to the
statutory officers, since the Company’s overall financial targets agreed with the Board of Direcctors were
only partially met.
62
Guide to Participating in Shareholder Meetings
2011¹
Number of members²
Fixed annual compensation (in R$)
Salary or director's fees
Direct and indirect benefits
Compensation for participation in
Committees
Others
Variable Compensation (in R$)
Bonus
Profit sharing
Compensation for participation in
meetings
Commissions
Others
Post-employment benefits
Benefits motivated by the cessation of
tenure
Board of
Directors
6.00
1,384,860.82
Statutory
Board of
Executive
Officers
7.83
5,303,928.46
Fiscal Council
N/A
N/A
Total
13.83
6,688,789.27
1,384,860.82
N/A
5,303,928.46
N/A
N/A
N/A
6,688,789.27
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,088,091.64
N/A
1,088,091.64
N/A
N/A
1,088,091.64
N/A
N/A
N/A
1,088,091.64
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Stock-based compensation
N/A
N/A
Amount per body of the
1,384,860.82
6,392,020.10
N/A
7,776,880.92
compensation
¹ The amounts presented above consider all the charges incurred by the Company, including INSS.
² The number of members of each body corresponds to the annual average number of members of each body calculated on a
monthly basis.
For fiscal year 2012, the proposed overall annual Management compensation is R$ 11,500,000.00. This
amount is 4.5% higher than the proposed overall annual Management compensation of R$ 11,000,000.00
approved for fiscal year 2011, mainly to reflect the inflation recorded between the periods.
2012 Estimated1,3
Number of members²
Fixed annual compensation (in R$)
Salary or director's fees
Direct and indirect benefits
Compensation for participation in
Committees
Others
Variable Compensation (in R$)
Bonus
Profit sharing
Compensation for participation in
meetings
Commissions
Others
Post-employment benefits
Benefits motivated by the cessation of
tenure
Stock-based compensation
Amount per body of the
compensation
Board of
Directors
6.00
1,464,012.91
Statutory
Board of
Executive
Officers
8.00
5,789,496.79
Fiscal Council
2.25
200,232.83
Total
16.25
7,453,742.53
1,464,012.91
N/A
5,789,496.79
N/A
200,232.83
N/A
7,453,742.53
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
4,046,257.47
N/A
N/A
N/A
4,046,257.47
N/A
N/A
N/A
N/A
4,046,257.47
4,046,257.47
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
1,464,012.91
9,835,754.26
200,232.83
11,500,000.00
¹ The amounts presented above consider all the charges incurred by the Company, including INSS.
² The number of members of each body corresponds to the annual average number of members of each body calculated on a
monthly basis.
³ The amounts estimated for 2012 (from January to December) were estimated based on currently available information and are
subject to changes.
63
Guide to Participating in Shareholder Meetings
13.3.
In relation to the variable compensation of last 3 fiscal years and forecast for the current
fiscal year of the Board of Directors, the Statutory Board of Executive Officers, and Fiscal Council:
a.
b.
c.
Body
Number of members
Regarding the bonus:
i. minimum amount forecast for compensation plan
ii. maximum amount forecast for compensation plan
iii. amount forecast for compensation if targets established are met
iv. amount actually recognized in the income of last 3 fiscal years
d.
In relation to profit sharing:
i. minimum amount forecast for compensation plan
ii. maximum amount forecast for compensation plan
iii. amount forecast for compensation if targets established are met
iv. amount actually recognized in the income of last 3 fiscal years
The amounts presented in this section refer to the amounts recognized in the results or expected for the
period from January to December of the years indicated in the respective tables.
Board of
Directors
Statutory
Board of
Executive
Officers
Fiscal Council
Total
6.00
9.17
1.00
16.17
N/A
0
N/A
0
N/A
6,279,881.50
N/A
6,279,881.50
Amount forecast for compensation
plan, if the targets established are
met 5
N/A
5,034,989.50
N/A
5,034,989.50
Amount actually recognized in the
income
N/A
4,823,013.60
N/A
4,823,013.60
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Amount forecast for compensation
plan, if the targets established are
met
N/A
N/A
N/A
N/A
Amount actually recognized in the
income
N/A
N/A
N/A
N/A
2009¹
Number of members²
Bonus (in R$)
Minimum amount forecast for
compensation plan³
Maximum amount forecast for
compensation plan4
Profit Sharing (in R$)
Minimum amount forecast for
compensation plan
Maximum amount forecast for
compensation plan
¹ The amounts presented above consider all the charges incurred by the Company, including INSS.
² The number of members of each body corresponds to the annual average number of members of each body calculated on
a monthly basis.
3
The minimum amount provided for in the compensation plan was estimated considering a scenario in which the agreed
goals are not fully met, applying a proportion of calculation of the variable compensation that may result, in the lower limit,
in a bonus equal to zero.
4
The maximum amount provided for in the compensation plan was estimated considering the achievement of 130% of the
Company’s overall financial result goals agreed with the Board of Directors, which generate multipliers for the individual
goals obtained, as mentioned in item 10.1.c. As a result, we stress that the maximum bonus amount may differ from the one
presented in this section if overall financial results are higher than those considered in the estimate.
5
The maximum amount provided for in the compensation plan was estimated considering the achievement of 100% of the
Company’s overall financial result goals agreed with the Board of Directors.
64
Guide to Participating in Shareholder Meetings
Board of
Directors
Statutory
Board of
Executive
Officers
Fiscal Council
Total
6.00
8.42
N/A
14.42
N/A
0
N/A
0
N/A
7,582,076.74
N/A
7,582,076.74
Amount forecast for compensation
plan, if the targets established are
met 5
N/A
6,626,756.74
N/A
6,626,756.74
Amount actually recognized in the
income
N/A
5,203,239.26
N/A
5,203,239.26
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Amount forecast for compensation
plan, if the targets established are
met
N/A
N/A
N/A
N/A
Amount actually recognized in the
income
N/A
N/A
N/A
N/A
2010¹
Number of members²
Bonus (in R$)
Minimum amount forecast for
compensation plan³
Maximum amount forecast for
compensation plan4
Profit Sharing (in R$)
Minimum amount forecast for
compensation plan
Maximum amount forecast for
compensation plan
1
The amounts presented above consider all the charges incurred by the Company, including INSS.
The number of members of each body corresponds to the annual average of the number of members of each body calculated
on a monthly basis.
3
The minimum amount provided for in the compensation plan was estimated considering a scenario in which the agreed
goals are not fully met, applying a proportion of calculation of the variable compensation that may result, in the lower limit,
in a bonus equal to zero.
4
The maximum amount provided for in the compensation plan was estimated considering the achievement of 130% of the
Company’s overall financial result goals agreed with the Board of Directors, which generate multipliers for the individual
goals obtained, as mentioned in item 10.1.c. As a result, we stress that the maximum bonus amount may differ from the one
presented in this section if overall financial results are higher than those considered in the estimate.
5
The maximum amount provided for in the compensation plan was estimated considering the achievement of 100% of the
Company’s overall financial result goals agreed with the Board of Directors.
2
The amount actually recognized in fiscal year 2011 as variable compensation for the statutory officers, of
R$ 1.1 million, was because the Company’s overall financial targets set by the Board of Directors were
partially met. The proposal, approved at the Annual Shareholders' Meeting on April 29, 2011, envisaged
the payment of variable compensation of up to R$ 3.9 million to statutory officers, in other words, the
amount actually recognized in the period result was 72.3% lower than originally envisaged.
To illustrate this, even though the overall financial targets are not based on the net accounting result, in
2011, the Company recorded a net accounting loss of R$ 67.9 million, which was influenced by the
recognition of expenses with non-cash effect for the period, amounting to R$ 94.7 million, as disclosed in
the Material Fact dated August 12, 2011. However, even excluding this non-cash effect, the Company
would have earned adjusted net income of R$ 24.7 million and Adjusted EBITDA of R$ 70.4 million,
down 74.1% and 50.8%, respectively, from the previous year, as detailed in section 10.1.h of the
Reference Form presented here.
In addition, it is worth noting that the only statutory officer who is a related party to the controlling
shareholders was not considered for variable compensation in fiscal year 2011.
65
Guide to Participating in Shareholder Meetings
Board of
Directors
Statutory
Board of
Executive
Officers
Fiscal Council
Total
6.00
7.83
N/A
13.83
N/A
N/A
N/A
0
N/A
3,994,772.97
N/A
3,994,772.97
Amount forecast for compensation
plan, if the targets established are
met 5
N/A
3,102,461.93
N/A
3,102,461.93
Amount actually recognized in the
income
N/A
1,088,091.64
N/A
1,088,091.64
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Amount forecast for compensation
plan, if the targets established are
met
N/A
N/A
N/A
N/A
Amount actually recognized in the
income
N/A
N/A
N/A
N/A
2011¹
Number of members²
Bonus (in R$)
Minimum amount forecast for
compensation plan³
Maximum amount forecast for
compensation plan4
Profit Sharing (in R$)
Minimum amount forecast for
compensation plan
Maximum amount forecast for
compensation plan
1
The amounts presented above consider all the charges incurred by the Company, including INSS.
The number of members of each body corresponds to the annual average of the number of members of each body
calculated on a monthly basis.
3
The minimum amount provided for in the compensation plan was estimated considering a scenario in which the agreed
goals are not fully met, applying a proportion of calculation of the variable compensation that may result, in the lower limit,
in a bonus equal to zero.
4
The maximum amount provided for in the compensation plan was estimated considering the achievement of 130% of the
Company’s overall financial result goals agreed with the Board of Directors, which generate multipliers for the individual
goals obtained, as mentioned in item 10.1.c. As a result, we stress that the maximum bonus amount may differ from the one
presented in this section if overall financial results are higher than those considered in the estimate.
5
The maximum amount provided for in the compensation plan was estimated considering the achievement of 100% of the
Company’s overall financial result goals agreed with the Board of Directors.
2
66
Guide to Participating in Shareholder Meetings
Board of
Directors
Statutory
Board of
Executive
Officers
Fiscal Council
Total
6.00
8.00
2.25
16.25
N/A
0
N/A
0
N/A
4,940,085.71
N/A
4,940,085.71
Amount forecast for compensation
plan, if the targets established are
met 5
N/A
4,115,999.35
N/A
4,115,999.35
Amount actually recognized in the
income
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Amount forecast for compensation
plan, if the targets established are
met
N/A
N/A
N/A
N/A
Amount actually recognized in the
income
N/A
N/A
N/A
N/A
2012 Estimated1,6
Number of members²
Bonus (in R$)
Minimum amount forecast for
compensation plan³
Maximum amount forecast for
compensation plan4
Profit Sharing (in R$)
Minimum amount forecast for
compensation plan
Maximum amount forecast for
compensation plan
1
The amounts presented above consider all the charges incurred by the Company, including INSS.
The number of members of each body corresponds to the annual average of the number of members of each body
calculated on a monthly basis.
3
The minimum amount provided for in the compensation plan was estimated considering a scenario in which the agreed
goals are not fully met, applying a proportion of calculation of the variable compensation that may result, in the lower limit,
in a bonus equal to zero.
4
The maximum amount provided for in the compensation plan was estimated considering the achievement of 120% of the
Company’s overall financial result goals agreed with the Board of Directors, which generate multipliers for the individual
goals obtained, as mentioned in item 10.1.c. As a result, we stress that the maximum bonus amount may differ from the one
presented in this section if overall financial results are higher than those considered in the estimate.
5
The maximum amount provided for in the compensation plan was estimated considering the achievement of 100% of the
Company’s overall financial result goals agreed with the Board of Directors.
6
The amounts estimated for 2012 (from January to December) were estimated based on currently available information and
are subject to changes.
2
13.4
Elements of the compensation plan based on actions of the Board of Directors and Statutory
Board of Executive Officers set up during the last fiscal year and forecast for the current fiscal year:
a. General terms and conditions
The Company currently has two Stock Option Plans as described below:
Plan I
Plan II
Grant date
9/6/2007
8/28/2008
Total number of options granted*
459,500
89,000
* Includes all of the options originally granted for all beneficiaries in their respective plans, which is not limited only to statutory
Officers.
On November 3, 2006, the Company’s Extraordinary Shareholders’ Meeting approved the general
conditions of the stock option plan. On August 16, 2007, the Board of Directors’ Meeting (the members
of this body are not beneficiaries of the stock option plan) approved the first stock option plan ("Plan I"),
as well as the acquisition of up to 870,000 outstanding shares, equivalent to 1% of the Company’s total
67
Guide to Participating in Shareholder Meetings
shares to meet this program. On August 12, 2008, the Board of Directors’ Meeting approved the second
stock option plan (“Plan II”). As these shares were acquired in the secondary market, the Company’s
shareholders’ interest was not diluted as a result of these benefits.
Statutory officers, non-statutory officers, managers and some employees whose retention Management
believes to be relevant for the Company participate in the program. The company granted these
beneficiaries options for a pre-determined number of common shares. This option is divided into three
tranches, each one them equivalent to one third of all the options granted. The CEO, who is a member of
the Board of Directors and one of the controlling shareholders, was not granted options.
Each beneficiary signed a Stock Option Grant Contract with the Company that contains the specific and
individual conditions of each grant with the amount of shares they are entitled to acquire through exercise
of the option, the price for exercising the option, and the period within which the options may be
exercised.
b. Main objectives of the plan
The main objectives of the plan are to encourage the expansion, success, and achievement of company's
objectives and the interests of its shareholders, allowing its Officers and other employees to purchase
company shares under special conditions, thereby encouraging a stronger bond between them and the
organization. Additionally, this type of benefit is one tool in retaining talent in the long term because it
offers to these executives the opportunity to become future shareholders in the Company under the terms
and conditions stated in the plans.
c. How the plan contributes to these objectives
Since most of the options only have the option of being exercised in the long term due to the division of
the benefit in annual installments, the beneficiaries are encouraged to remain in the Company, giving their
best efforts towards the achievement of the business goals.
d. How the plan fits the issuer’s compensation policy
The Company has a policy of valuing the merit of its officers and employees based on reaching
operational and financial targets as well as on individual performance excellence, and the compensation
plans based on actions implemented become a motivational tool to receive these benefits.
e. How the plan aligns the interests of the Officers with those of the Company in the short,
medium, and long term.
We try to stimulate the improvement of our managers and retention of our officers in order to achieve
gains through engagement with long-term and short-term performance results. Additionally, the Stock
Option Plans are designed to maintain and obtain services of senior executives by offering them an
additional advantage of becoming shareholders in the Company under special conditions according to the
terms and conditions contained in the plans, keeping in mind that the amount of options granted to each
beneficiary is determined by his/her position, responsibilities, and reputation in the organization.
f. Maximum number of encompassed shares
As defined in the Extraordinary General Meeting held on November 3, 2006, the maximum number of
options to be granted should not exceed the percentage of 2% (two percent) of the total shares of the
Company existing on the date of grant, already including the existing shares if all options granted under
the terms of the plans had been exercised.
Originally 459,500 options were granted related to Plan I and 89,000 options to Plan II, totaling 548,500
options, which is equivalent to 0.6% of the capital considering all the beneficiaries. This total is not
limited to only members of our Statutory Board of Executive Officers, whose amounts of options granted
68
Guide to Participating in Shareholder Meetings
are presented in item 13.6 below. The Company acquired all the shares of its own issuance on the
secondary market to be able to offer this benefit.
g. Maximum number of options to be granted
For both Plan I and Plan II, the shares may be purchased in 3 equal and annual tranches, each representing
1/3 of all options granted. The conditions related to price and exercise period of each tranche can be
checked in item 13.4.h below.
In the case of voluntary resignation, dismissal, or termination of the service contract by the beneficiary,
the options not exercised shall terminate automatically, without compensation, whether or not the vesting
periods of the respective plans and tranches have been fulfilled or not.
h. Criteria for determining the purchase or exercise price
The purchase price of the shares resulting from exercising the option must be paid in cash upon
subscription or purchase of such shares.
i. Criteria for determining the exercise period
The exercise period is equal to one year from its inception and has been defined as follows:
Determining the Price:
For Plan I:
- First tranche: the exercise price of the shares acquired by exercising rights on the first tranche was
R$23.50, and was updated from December 11, 2006 (base date of the initial offering of the company's
shares) up until the payment date, always according to the General Market Price Index (IGP-M) of
Getúlio Vargas Foundation (FGV) calculated on a pro-rata basis, minus the amount of dividends and
interest on capital per share paid by the company from the date of signing the contract, also updated by
IGP-M calculated on a pro-rata basis. The exercise period of the options of this tranche started on
12/31/2008 and ended on 12/31/2009. There was no record of the options for this tranche being exercised
by the beneficiaries.
- Second tranche: the exercise price of the shares acquired by exercising rights on the second tranche was
R$7.50, equivalent to the average amount of the Company’s shares on the BM&FBOVESPA trading
sessions in the thirty days prior to December 31, 2008, updated from the granting date to the payment
date, always in accordance with the General Market Price Index (IGP-M) of Getúlio Vargas Foundation
(FGV) calculated on a pro-rata basis, minus the amount of dividends and interest on capital per share
paid by the company from the date of signing the contract, also updated by IGP-M calculated on a prorata basis. The exercise period of the options of this tranche started on 12/31/2009 and ended on
12/31/2010 and 105,982 options were exercised.
- Third tranche: the exercise price of the shares acquired by exercising rights on the third tranche was
R$21.10, equivalent to the average amount of the Company’s shares on the BM&FBOVESPA trading
sessions in the thirty days prior to December 31, 2008, updated from the granting date to the payment
date, always in accordance with the General Market Price Index (IGP-M) of Getúlio Vargas Foundation
(FGV) calculated on a pro-rata basis, minus the amount of dividends and interest on capital per share
paid by the company from the date of signing the contract, also updated by IGP-M calculated on a prorata basis The exercise period of the options of this tranche started on 12/31/2010 and ended on
12/31/201. There was no record of the options for this tranche being exercised by the beneficiaries.
69
Guide to Participating in Shareholder Meetings
For Plan II:
- First tranche: the exercise price of the shares acquired by exercising rights on the first tranche was
R$7.50, equivalent to the average value of the company's shares in the trading sessions on the Stock
Exchange (BM&FBOVESPA) within thirty days prior to December 31, 2008, and is updated as of the
date of its determination up until date of payment, always according to the General Market Price Index
(IGP-M) of Getúlio Vargas Foundation (FGV) calculated on a pro-rata basis, minus the amount of
dividends and interest on capital per share paid by the company from the date of signing the contract, also
updated by IGP-M calculated on a pro-rata basis. The exercise period of the options of this tranche started
on 12/31/2009 and ended on 12/31/2010 with 23,010 options being exercised.
- Second tranche: the exercise price of the shares acquired by exercising rights on the second tranche was
R$21.10, equivalent to the average value of the company's shares in the trading sessions on the Stock
Exchange (BM&FBOVESPA) within thirty days prior to Thursday, December 31, 2009, and is updated
as of the date of its determination up until date of payment, always according to the General Market Price
Index (IGP-M) of Getúlio Vargas Foundation (FGV) calculated on a pro-rata basis, minus the amount of
dividends and interest on capital per share paid by the company from the date of signing the contract, also
updated by IGP-M calculated on a pro-rata basis. The exercise period of the options of this tranche started
on 12/31/2010 and ended on 12/31/2011. There was no record of the options for this tranche being
exercised by the beneficiaries.
- Third tranche: the exercise price of the shares acquired by exercising rights on the third tranche was
R$10.53, equivalent to the average value of the company's shares in the trading sessions on the Stock
Exchange (BM&FBOVESPA) within thirty days prior to December 31, 2010, and shall be updated as of
the date of its determination up until date of payment, always according to the General Market Price
Index (IGP-M) of Getúlio Vargas Foundation (FGV) calculated on a pro-rata basis, minus the amount of
dividends and interest on capital per share paid by the company from the date of signing the contract, also
updated by IGP-M calculated on a pro-rata basis. The exercise period of the options of this tranche began
on 12/31/2011 and will end on 12/31/2012.
j. Criteria for determining the exercise period
The exercise period is equal to one year from its inception and has been defined as follows:
Plan I:
- First tranche: beginning on December 31, 2008
- Second tranche: beginning on December 31, 2009
- Third tranche: beginning on December 31, 2010
Plan II:
- First tranche: beginning on Thursday, December 31, 2009
- Second tranche: beginning on Friday, December 31, 2010
- Third tranche: beginning on Saturday, December 31, 2011
k. Type of settlement
The exercise takes place by a simple notice to the company together with payment in the manner
described for calculating the exercise price. Each tranche from each plan must be exercised fully within
one year beginning from the vesting period date set for the respective tranche of the plan, and the exercise
of partial tranches is not allowed.
70
Guide to Participating in Shareholder Meetings
l. Restrictions on transfer of shares
The rights and obligations resulting from the stock option plans cannot be assigned or transferred in
whole or in part by any of the parties, nor can they be given as guarantee on obligations without the
Company's prior written consent.
All beneficiaries of the Stock Option Plans are signatories to an Instrument of Compliance with the Policy
of Material Acts or Facts and Trading of Securities Issued by Positivo Informática S.A., approved at the
Board of Directors’ Meeting held on April 7, 2009, in which they declare to be fully aware of the
provisions set forth in this document, being their actions required to be always in accordance with such
rules.
This policy establishes the cancellation of the right to exercise options and purchase or sell shares issued
by the Company whenever its signatories possess material information that is still undisclosed to the
market. In addition, the signatories must refrain from exercising options and purchasing or selling shares
issued by the Company during the “lock-up period”, that is, fifteen days before the disclosure or
publication of the Company's Quarterly Information (ITR) and annual standardized financial statements
(DFP), being this same rule applicable in case the Company chooses to disclose preliminary financial and
operating data before the disclosure of the audited results. In addition, the Investor Relations Department
may establish other “lock-up periods” at any time, if it deems necessary, provided that it notifies the
beneficiaries of the Stock Option Plan.
m. Criteria and events that if occur shall cause the suspension, modification, or termination of
the plan
The Company's Board of Directors may at any time amend or terminate the plans, establish rules
applicable to cases of omission, extend the deadline for exercising the existing options, and anticipate the
vesting period for the exercise of existing options.
If the Company's existing shares are increased or decreased in number as a result of stock dividends,
groupings, or splits, appropriate adjustments shall be made in the number of shares that are granted as
options not yet exercised. Any adjustments to the options shall be made without change in the total
purchase price applicable to the portion not exercised of the option, but with an adjustment corresponding
to the exercise price.
In the event of dissolution, transformation, merger, consolidation, spin-off, or reorganization of the
Company, in which the Company is not the remaining company, the plans shall terminate and any
previously granted option shall be extinguished unless in connection with such a transaction and when
appropriate, (i) the Board of Directors approves the anticipation of the deadline for exercising the option
of the programs in effect, or (ii) it is established in writing the permanence of the plans and assumption of
options granted up until then with the substitution of such options for new options, as long as the
successor company or its affiliate or subsidiary takes on the adjustments due in number and price of the
shares, in which case the plans shall continue in the form provided at the time.
n. Effects of the administrator of the issuer's bodies leaving on his/her rights from the stockbased compensation plan
- Voluntary Dismissal, Resignation, or Termination: In the case of voluntary resignation, dismissal, or
termination of the service contract by the Beneficiary, the option not exercised shall terminate
automatically, without compensation, whether or not the vesting periods of the respective tranches have
been fulfilled or not.
- Retirement: In the case of the retirement of the beneficiary, the tranche whose vesting period has not yet
elapsed shall be forfeited without compensation. The option regarding the tranche whose vesting period
has expired may, if the beneficiary does not begin to exercise any function in another company, be
71
Guide to Participating in Shareholder Meetings
exercised within 60 (sixty) days from the event which leads to the end of term or labor contract, or until
the expiration of the deadline for exercising the option if the deadline is within less than 60 (sixty) days.
- Death or Permanent Disability of Beneficiary: If the beneficiary dies or becomes permanently disabled
and is no longer able to carry out his/her function in the Company, the rights under the option shall extend
to their heirs and successors. In this case the option may be exercised for a period of 90 (ninety) days
from the date of death or permanent disability, regardless of the duration of the vesting period of the
tranches. The option may be exercised in whole or in part with cash payment, being shared among the
heirs or successors the right to the shares in the form of disposition of will or as set forth in its inventory.
13.5.
Inform number of shares or quotas held directly or indirectly in Brazil or abroad, and other
securities convertible into shares or quotas, issued by the Company, its direct or indirect controlling
shareholders, controlled subsidiaries or under common control, by members of the Board of Directors,
Statutory Board of Executive Officers, or Fiscal Council, grouped by organ, on the closing date of the
last fiscal year
Below are the direct and indirect shareholdings held by members of the Board of Directors and Statutory
Board of Executive Officers in the Company and its subsidiaries at December 31, 2011:
Positivo Informática S.A.
Board of Directors members(1). .......................
Members of Board(1) .......................................
Members of Fiscal Council .............................
Total ...............................................................
Shares Held Directly
% of Total Share
Quantity
Capital
28,984,785
33.0
0
0.0
N/A
0.0
28,984,785
33.0
Shares Held Indirectly
% of Total Share
Quantity
Capital
0
0.0
0
0.0
N/A
0.0
0
0.0
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Board of Directors members(1) ........................
Members of Board(1) .......................................
Members of Fiscal Council .............................
Total ...............................................................
Positivo Informática da Amazônia Ltda.
Quotas Held Directly
Quotas Held Indirectly
% of Total Share
% of Total Share
Quantity
Quantity
Capital
Capital
1
0.0
2,673,995
33.0
0
0.0
0
0.0
N/A
0.0
N/A
0.0
1
0.0
2,673,995
33.0
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Board of Directors members(1) .......................
Members of Board(1) .......................................
Members of Fiscal Council .............................
Total ...............................................................
Positivo Informática da Bahia Ltda.
Quotas Held Directly
Quotas Held Indirectly
% of Total Share
% of Total Share
Quantity
Quantity
Capital
Capital
1
0.0
3,301
42.8
0
0.0
0
0.0
N/A
0.0
N/A
0.0
1
0.0
3,301
42.8
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
72
Guide to Participating in Shareholder Meetings
Boreo Comércio de Equipamentos Ltda.
Board of Directors members(1) .......................
Members of Board (1) ......................................
Members of Fiscal Council .............................
Total ...............................................................
Quotas Held Directly
% of Total Share
Quantity
Capital
0
0.0
0
0.0
N/A
0.0
0
0.0
Quotas Held Indirectly
% of Total Share
Quantity
Capital
2,310,860
33.0
0
0.0
N/A
0.0
2,310,860
42.8
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Board of Directors members(1) .......................
Members of Board (1) ......................................
Members of Fiscal Council .............................
Total ...............................................................
Informatica Fueguina S.A.
Shares Held Directly
Shares Held Indirectly
% of Total Share
% of Total Share
Quantity
Quantity
Capital
Capital
0
0.0
16,502
16.5
0
0.0
0
0.0
N/A
0.0
N/A
0.0
0
0.0
16,502
16.5
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Board of Directors members(1) .......................
Members of Board (1) ......................................
Members of Fiscal Council .............................
Total ...............................................................
Crounal S.A.
Shares Held Directly
Shares Held Indirectly
% of Total Share
% of Total Share
Quantity
Quantity
Capital
Capital
0
0.0
3,300
33.0
0
0.0
0
0.0
N/A
0.0
N/A
0.0
0
0.0
3,300
33.0
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Additionally, some members of our Board of Directors have interest in other companies, as shown below:
Board of Directors members(1) ........................
Members of Board (1) ......................................
Members of Fiscal Council .............................
Total ...............................................................
Positivo Participações S.A.
Shares Held Directly
Shares Held Indirectly
% of Total Share
% of Total Share
Quantity
Quantity
Capital
Capital
0
0.0
24,910
24.9
0
0.0
0
0.0
N/A
0.0
N/A
0.0
0
0.0
24.9
24,910
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Centro de Estudos Superiores Positivo Ltda.
Board of Directors members(1) ........................
Members of Board (1) ......................................
Members of Fiscal Council .............................
Total ...............................................................
Quotas Held Directly
% of Total Share
Quantity
Capital
0
0.0
0
0.0
N/A
0.0
0
0.0
Quotas Held Indirectly
% of Total Share
Quantity
Capital
16,490,345
24.9
0
0.0
N/A
0.0
16,490,345
24.9
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
73
Guide to Participating in Shareholder Meetings
Sociedade Educacional Positivo Ltda.
Board of Directors members(1) .......................
Members of Board (1) ......................................
Members of Fiscal Council .............................
Total ...............................................................
Quotas Held Directly
% of Total Share
Quantity
Capital
0
0.0
0
0.0
N/A
0.0
0
0.0
Quotas Held Indirectly
% of Total Share
Quantity
Capital
32,295,131
24.9
0
0.0
N/A
0.0
32,295,131
24.9
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Gráfica e Editora Posigraf S.A.
Board of Directors members(1) .......................
Members of Board(1) .......................................
Members of Fiscal Council .............................
Total ...............................................................
Shares Held Directly
% of Total Share
Quantity
Capital
0
0.0
0
0.0
N/A
0.0
0
0.0
Shares Held Indirectly
% of Total Share
Quantity
Capital
14,418,697
24.9
0
0.0
N/A
0.0
14,618,697
24.9
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Editora Positivo Ltda.
Board of Directors members(1) .......................
Members of Board(1) .......................................
Members of Fiscal Council .............................
Total ...............................................................
Quotas Held Directly
% of Total Share
Quantity
Capital
0
0.0
0
0.0
N/A
0.0
0
0.0
Quotas Held Indirectly
% of Total Share
Quantity
Capital
10,840,466
24.9
0
0.0
N/A
0.0
10,840,466
24.9
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Board of Directors members(1) .......................
Members of Board(1) .......................................
Members of Fiscal Council .............................
Total ...............................................................
Positivo Alimentos Ltda.
Quotas Held Directly
Quotas Held Indirectly
% of Total Share
% of Total Share
Quantity
Quantity
Capital
Capital
0
0.0
2,491
24.9
0
0.0
0
0.0
N/A
0.0
N/A
0.0
0
0.0
2,491
24.9
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Board of Directors members(1) .......................
Members of Board(1) .......................................
Members of Fiscal Council .............................
Total ...............................................................
Editora Piá Ltda.
Quotas Held Directly
Quotas Held Indirectly
% of Total Share
% of Total Share
Quantity
Quantity
Capital
Capital
0
0.0
2,491
24.9
0
0.0
0
0.0
N/A
0.0
N/A
0.0
0
0.0
2,491
24.9
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
74
Guide to Participating in Shareholder Meetings
Curso e Colégio Direto Ltda.
Board of Directors members(1) .......................
Members of Board(1) .......................................
Members of Fiscal Council .............................
Total ...............................................................
Quotas Held Directly
% of Total Share
Quantity
Capital
0
0.0
0
0.0
N/A
0.0
0
0.0
Quotas Held Indirectly
% of Total Share
Quantity
Capital
4,982
24.9
0
0.0
N/A
0.0
4,982
24.9
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
Rosch Adm. de Bens Ltda.
Board of Directors members(1) .......................
Members of Board (1) ......................................
Members of Fiscal Council .............................
Total ...............................................................
Quotas Held Directly
% of Total Share
Quantity
Capital
3
0.0
0
0.0
N/A
0.0
3
0.0
Quotas Held Indirectly
% of Total Share
Quantity
Capital
4,750,359
59.8
0
0.0
N/A
0.0
4,750,359
59.8
(1)
To avoid duplication, in the case where an administrator is a member of the Board of Directors and Statutory Board of Executive
Officers, the corresponding amounts are indicated as Board of Directors.
13.6.
In relation to stock-based compensation recognized in the income of last 3 fiscal years and the
one forecast for the current fiscal year, the Board of Directors and Statutory Board of Executive
Officers:
2009
Number of Members
For each stock option grant
Grant date
Number of options granted
Deadline for options to become
exercisable
Deadline for exercising options
Period of restriction on transfer of
shares
Weighted average exercise price
of each of the following groups of
options
Outstanding at beginning of
fiscal year
Lost during fiscal year
Exercised during fiscal year
Expired during fiscal year
Fair value of options on granting date
Potential dilution in the event of
exercise of all options granted
Statutory Board of Executive Officers
Plan I
5
Statutory Board of Executive Officers
Plan II
2
9/6/2007
92,000
8/28/2008
35,000
- 30,670 (tranche 1) for one year starting on 12/31/2008
- 30,665 (tranche 2) for one year starting on 12/31/2009
- 30,665 (tranche 3) for one year starting on 12/31/2010
- 11,668 (tranche 1) for one year starting on 12/31/2009
- 11,666 (tranche 2) for one year starting on 12/31/2010
- 11,666 (tranche 3) for one year starting on 12/31/2011
within one year from the date it becomes exercisable
within one year from the date it becomes
exercisable
none
none
- 30,670 (tranche 1) at R$27.13
- 30,665 (tranche 2) at R$6.74
- 30,665 (tranche 3) at price not yet defined at beginning of
fiscal year
- 11,668 (tranche 1) at R$7.50
- 11,667 (tranche 2) at price not yet defined at beginning
of fiscal year
- 11,666 (tranche 3) at price not yet defined at beginning
of fiscal year
- 6,667 (tranche 1) at R$27.06
- 6,667 (tranche 2) at R$6.72
- 6,666 (tranche 3) at price not yet defined at moment
when it was lost
N/A
- 30,667 (tranche 1) at R$26.43
- 30,670 (tranche 1) at unit fair value of R$3.27
- 30,665 (tranche 2) at unit fair value of R$10.06
- 30,665 (tranche 3) at unit fair value of R$13.81
N/A
N/A
- 11,668 (tranche 1) at unit fair value of R$1.33
- 11,666 (tranche 2) at unit fair value of R$2.52
- 11,666 (tranche 3) at unit fair value of R$3.53
none
none
N/A
75
Guide to Participating in Shareholder Meetings
2010
Number of Members
For each stock option grant
Grant date
Number of options granted¹
Deadline for options to become
exercisable
Deadline for exercising options
Period of restriction on transfer of
shares
Weighted average exercise price
of each of the following groups of
options
Outstanding at beginning of
fiscal year
Lost during fiscal year
Statutory Board of Executive Officers
Plan I
Statutory Board of Executive Officers
Plan II
5
2
9/6/2007
92,000
8/28/2008
35,000
- 30,670 (tranche 1) for one year starting on 12/31/2008;
- 30,665 (tranche 2) for one year starting on 12/31/2009;
and
- 30,665 (tranche 3) for one year starting on 12/31/2010
- 11,668 (tranche 1) for one year starting on 12/31/2009
- 11,666 (tranche 2) for one year starting on 12/31/2010
- 11,666 (tranche 3) for one year starting on 12/31/2011
A year as from the date it becomes exercisable
A year as from the date it becomes exercisable
none
none
- 30,665 (tranche 2) at R$6.42; and
- 30,665 (tranche 3) at R$20.16
N/A
- 11,668 (tranche 1) at R$7.16;
- 11,666 (tranche 2) at R$20.90; and
- 11,666 (tranche 3) at a price still not defined at the
beginning of the fiscal year
- 6,666 (tranche 2) a R$21.90; and
- 6,666 (tranche 3) at price not yet defined at
beginning of fiscal year
Exercised during fiscal year²
Expired during fiscal year
Fair value of options on granting date
Potential dilution in the event of
exercise of all options granted
30,665 (tranche 2) at R$ 6.53
N/A
- 30,670 (tranche 1) at unit fair value of R$3.27;
- 30,665 (tranche 2) at unit fair value of R$10.06;
and
- 30,665 (tranche 3) at unit fair value of R$13.81
none
11,668 (tranche 1) at R$ 7.37
N/A
- 11,668 (tranche 1) at unit fair value of R$1.33;
- 11,666 (tranche 2) at unit fair value of R$2.52; and
- 11,666 (tranche 3) at unit fair value of R$3.53
none
¹ Position on December 31, 2010. Considers 25,000 options of Plan I granted to a Management member who was no longer a statutory officer during
2010, but remained as a Company employee until the date of this Reference Form
² The difference between the average weighted price at the beginning of the fiscal year and the average weighted price of shares effectively execerised
during the year is the result of the inflation adjustment on this price as envisaged in the Stock Option Agreement.
2011
Number of Members
For each stock option grant
Grant date
Number of options granted*
Statutory Board of Executive Officers
Plan I
Statutory Board of Executive Officers
Plan II
4
2
9/6/2007
92,000
8/28/2008
35,000
- 30,670 (tranche 1) for one year starting on 12/31/2008;
- 30,665 (tranche 2) for one year starting on 12/31/2009; and
- 30,665 (tranche 3) for one year starting on 12/31/2010
Deadline for exercising options
Period of restriction on transfer of
shares
Weighted average exercise price
of each of the following groups of
options
Outstanding at beginning of
fiscal year
A year as from the date it becomes exercisable
- 11,668 (tranche 1) for one year starting on 12/31/2009
- 11,666 (tranche 2) for one year starting on 12/31/2010
- 11,666 (tranche 3) for one year starting on 12/31/2011
A year as from the date it becomes exercisable
none
none
Lost during fiscal year
N/A
Deadline for options to become
exercisable
Exercised during fiscal year
Expired during fiscal year
Fair value of options on granting date
Potential dilution in the event of
exercise of all options granted
- 22,332 (tranche 3) at R$21.83
N/A
- 22,332 (tranche 3) at R$22.67
- 30,670 (tranche 1) at unit fair value of R$3.27;
- 30,665 (tranche 2) at unit fair value of R$10.06; and
- 30,665 (tranche 3) at unit fair value of R$13.81
none
- 5,000 (tranche 2) at R$22.66; and
- 5,000 (tranche 3) at R$9.71
- 5,000 (tranche 2) at R$22.57; and
- 5,000 (tranche 3) at R$9.95
N/A
N/A
- 11,668 (tranche 1) at unit fair value of R$1.33;
- 11,666 (tranche 2) at unit fair value of R$2.52;
and
- 11,666 (tranche 3) at unit fair value of R$3.53
none
* Position on December 31, 2011. Considers 25,000 options of Plan I granted to a Management member who was no longer a statutory officer during
2010, but remained as a Company employee until the date of this Reference Form
There were no stock option grants for members of the Board of Directors. While the Board of Directors
may approve new stock option grants, up until the date of this Reference Form,no new options were
granted beyond those presented in Plans I and II as described in the above table. As a result, until this
76
Guide to Participating in Shareholder Meetings
date, there are no expectations of recognizing expenses from share-based compensation in the result for
fiscal year 2012. The outstanding options exercisable in 2010 and subsequent years are listed in 13.7
below.
13.7.
Regarding the options open to the Board of Directors and Statutory Board of Executive
Officers at the end of last fiscal year:
At Thursday, December 31, 2011
Number of Members
Regarding options not yet exercisable
Quantity
Date that will become exercisable
Deadline for exercising options
Period of restriction on transfer of shares
Weighted average exercise price
Fair value of options on last day of fiscal year
Regarding exercisable options
Quantity
Deadline for exercising options
Period of restriction on transfer of shares
Weighted average exercise price
Fair value of options on last day of fiscal year
Total fair value of options on last day of fiscal year
Statutory Board of Executive
Officers
Plan I
4
Statutory Board of Executive
Officers
Plan II
2
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
13.8.
For options exercised and shares delivered related to stock-based compensation of the Board
of Directors and Statutory Board of Executive Officers in the past 3 fiscal years:
In 2009 and 2011 no options were exercised. In 2010, options were exercised as follows.
Number of members
Options exercised
Number of shares
Weighted average exercise price
Difference between the acquisition value
and the fair value of the acquired shares
Delivered shares
Number of delivered shares
Weighted average acquisition price
Difference between the acquisition value
and the fair value of the acquired shares
Statutory Board of Executive Officers
Statutory Board of Executive Officers
Plan I
5
Plan II
2
30,665
R$6.53
11,668
R$7.37
R$260,779
R$129,913
N/A
N/A
N/A
N/A
N/A
N/A
13.9.
Brief description of the information necessary to understand the data disclosed in items 13.6 to
13.8 such as the explanation of the method of pricing of the value of shares and options, including:
a.
Pricing model
The market value of options granted is estimated using the Black-Scholes model of pricing options. The
assumptions used in accounting for stock option programs were as follows: (I) volatility calculated based
on historical observations of asset price within two years preceding the date of grant, (ii) without
expectation of payment of dividends on the shares, (iii) interest rate risk-free market for the term of the
option at the time of grant, which ranged between 10.25% and 11.13%, and (iv) maturity corresponding
to each of the tranches, according to the conditions described in items 13.4.g, 13.4.h, and 13.4.i above.
77
Guide to Participating in Shareholder Meetings
Unit Price (Fair Value) of Option
Plan I
Plan II
Tranche 1
Tranche 2
Tranche 3
R$3.27
R$10.06
R$13.81
R$1.33
R$2.52
R$3.53
b.
Data and assumptions used in pricing model, including the weighted average price of
shares, exercise price, expected volatility, maturity of the option, expected dividends, and
risk-free interest rate
See item 13.9(a).
c.
Method used and assumptions taken to incorporate the effects expected from early
exercise
See item 13.9(a).
d.
Way of determining the expected volatility
See item 13.9(a).
e.
If some other characteristic of the option was incorporated into the measurement of its
fair value
There are no other characteristics incorporated in the measurement of the fair value of the stock options.
13.10. In relation to the current pension plans given to the members of the Board of Directors and
statutory Officers, provide the following information in tabular form:
Not applicable. The Company does not grant pension plans to the members of the Board of Directors and
Statutory Officers.
13.11. Indication of the items in the table below for the past 3 fiscal years in relation to the Board of
Directors, Statutory Board of Executive Officers, and Fiscal Council:
2009¹
Number of members
Value of highest individual compensation (in R$)
Value of lowest individual compensation (in R$)³
Average value of individual compensation (in R$)
4
Board of Directors
Statutory Board of
Executive Officers
Fiscal Council
6.00
9.17
1.00²
555,048.00
2,999,034.83
27,317.58
126,915.98
439,503.00
27,317.58
198,271.26
1,218,621.12
81,952.74
¹ The amounts presented above consider all charges incurred by the Company, including Social Security.
² The Fiscal Council was not installed at the Annual General Meeting held on April 28, 2009 and ceased to exist at that date.
Therefore, the members of this body exercised their activities during 4 months in 2009.
³ For purposes of calculating the value of the smallest individual compensation of the Statutory Board of Executive Officers, the
exclusion of a member from this body was considered who left the Company in 03/02/2009.
4
The average individual compensation was calculated in accordance with CVM Official Letter / SEP / No. 03 / 2010, which caused
a distortion in the mean value for the Fiscal Council since the three members of this body worked for 4 months in 2009, which
generated a weighted average number of members of 1.00 in the year.
78
Guide to Participating in Shareholder Meetings
Board of Directors
Statutory Board of
Executive Officers
Fiscal Council
6.00
8.42
-
Amount of the highest individual compensation (in R$)
500,699.55
1,749,564.96
-
Amount of the lowest individual compensation (in
R$)1,2
114,488.82
465,753.88
-
Average individual compensation (in R$)³
222,847.81
1, 279,727.10
-
2010¹
Number of members
¹ The amounts presented above do not consider INSS and other charges incurred by the Company
² Excludes the compensation of Statutory Officers who held their position for less than 12 months in 2010, as specified in Official
Letter CVM / SEP 03/2010.
³ Calculated based on the annual average of the number of members of each body verified monthly, as specified in Official Letter
CVM / SEP 03/2010
2011¹
Number of members
Amount of the highest individual compensation (in
R$)¹
Amount of the lowest individual compensation (in
R$)¹,²
Average individual compensation (in R$)
Board of Directors
Statutory Board of
Executive Officers
Fiscal Council
6.00
7.83
-
538,448.58
1,003,517.33
-
123,120.42
374,395.56
-
230,810.14
816,349.95
-
¹ The amounts presented above do not consider INSS and other charges incurred by the Company
² Excludes the compensation of Statutory Officers who held their position for less than 12 months in 2011, as specified in Official
Letter CVM / SEP 03/2010.
³ Calculated based on the annual average of the number of members of each body verified monthly, as specified in Official Letter
CVM / SEP 03/2010.
13.12. Describe contractual arrangements, insurance policies, or other instruments that structure
compensation or payment mechanisms for Officers in case of removal from office or retirement,
indicating the financial consequences for the Company
The Company does not have contractual arrangements, insurance policies or other instruments that
structure compensation or indemnification mechanisms for the management in case of removal or
retirement.
13.13. Regarding the last 3 fiscal years, indicate the percentage of total compensation from each
body recognized in the issuer's income related to members of the Board of Directors, the Statutory
Board of Executive Officers, or Fiscal Council who are parties related to the "controlling
shareholders, direct or indirect, as defined by accounting rules that deal with this issue.
Body
Board of Directors
Statutory Board of Executive Officers
Fiscal Council
2009
89.33%
26.85%
0.00%
2010
89.29%
16.24%
0.00%
2011
89.33%
12.12%
0.00%
79
Guide to Participating in Shareholder Meetings
13.14. Regarding the last 3 fiscal years, indicate the amounts recognized in the issuer's income as
compensation for members of the Board of Directors, Statutory Board of Executive Officers, or Fiscal
Council, grouped by organ, for any reason other than the function they occupy, such as commissions
and consulting services or assistance rendered.
In the past three years, the Company did not record in its results amounts recognized as compensation for
members of the Board of Directors, the statutory officers or the fiscal council, for any reason except for
the position they hold, such as, commission and consultancy and advisory services offered.
13.15. Regarding the last 3 fiscal years, indicate the amounts recognized in income from direct or
indirect controlling shareholders, subsidiaries under common control, and the issuer's controlled
subsidiaries as compensation of members from the Board of Directors, Statutory Board of Executive
Officers, or Fiscal Council, grouped by organ, specifying in what respect such amounts were attributed
to such individuals.
In the past three years, no amounts were recorded in the results of the controlling company, companies
under common control or subsidiaries of the Company, as compensation for members of the Board of
Directors, the statutory officers or the fiscal council of Positivo Informática, as per the information
provided by the Company’s management.
13.16.
Provide others information that the issuer's deems relevant
The Company believes that all relevant items were cited in this section.
80
Guide to Participating in Shareholder Meetings
EXHIBIT III
INFORMATION INCLUDED IN ITEMS 12.6 TO 12.10 OF THE REFERENCE FORM
12.6 In relation to each of the Company’s managers and members of the fiscal council, indicate in a
table:
b)
Age
a) Name
c) Profession
d) Individual
taxpayer’s ID or
passport
number
Oriovisto
Guimarães
66
Economist
316.626.259-87
Hélio Bruck
Rotenberg
50
Engineer
428.804.249-68
56
Administrator
321.218.309-87
45
Administrator
599.964.209-49
63
Accountant
075.825.799-68
66
Engineer
001.681.739-72
Ruben
Tadeu
Coninck
Formighieri
Samuel
Ferrari
Lago
Álvaro
Augusto do
Amaral
Fernando
Soares Mitri
e) Position held
Chairman of the
Board of
Directors
Member of the
Board of
Directors
Member of the
Board of
Directors
Member of the
Board of
Directors
Member of the
Board of
Directors
Independent
Member of the
Board of
Directors
f) Election
date¹
04/30/2012
04/30/2012
04/30/2012
04/30/2012
04/30/2012
04/30/2012
g) Investiture
date
Up to 30 days
after the
election
Up to 30 days
after the
election
Up to 30 days
after the
election
Up to 30 days
after the
election
Up to 30 days
after the
election
Up to 30 days
after the
election
h)
Term
of
office
i) Other
positions held in
the issuer
Elected by
the
controlling
shareholder
1 year
N/A
Yes
1 year
CEO
Yes
1 year
N/A
Yes
1 year
N/A
Yes
1 year
Coordinator of
the Audit
Committee
Yes
1 year
N/A
No
¹ To be approved at the Annual Shareholders' Meeting to be held on April 30, 2012.
12.7 Provide the information mentioned in item 12.6 in relation to the members of statutory
committees, as well as audit, risk, financial and compensation committees, even if these committees or
structures are not statutory
a) Name
b)
Age
c)
Profession
d) Individual
taxpayer’s
ID or
passport
number
e) Position held
f) Election
date¹
g)
Investiture
date
h)
Term
of
office
i) Other
positions held in
the issuer
Member of the
Board of
Directors
Elected by
the
controlling
shareholder
Álvaro
Augusto
do Amaral
63
Accountant
075.825.79968
Coordinator of
the Audit
Committee
05/08/2012
Up to 30 days
after the
election
1 year
Lucas
Raduy
Guimarães
37
Engineer
875.483.48991
Member of the
Audit
Committee
05/08/2012
Up to 30 days
after the
election
1 year
N/A
Yes
Ariel
Leonardo
Szwarc
45
Accountant
in Argentina
009.295.54957
Member of the
Audit
Committee
05/08/2012
Up to 30 days
after the
election
1 year
N/A
Yes
Yes
¹ Forecast.
81
Guide to Participating in Shareholder Meetings
Items 12.8, 12.9 and 12.10 below are grouped for each manager:
Board of Directors
ORIOVISTO GUIMARÃES
12.8 For each manager or fiscal council member provide the following:
a. a résumé, containing the following information:
i. main professional experience in the last 5 years, including:
name of company: Positivo Informática S.A.
title and duties inherent to the position: Chairman of the Board of Directors Duties: Calling
the Shareholders’ Meetings, by resolution of the Board of Directors, and chairing them; calling
and chairing Board of Directors’ Meetings; establishing, jointly with the other members, the
general guidelines of the Company’s businesses; electing the Board of Executive Officers; and
overseeing the Company’s management.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda., iii) Boreo Comércio de
Equipamentos Ltda, iv) Informatica Fueguina S.A., and v) Crounal S.A..
name of company: Editora Positivo Ltda., Centro de Estudos Superiores Positivo
Ltda., Sociedade Educacional Positivo Ltda. and Gráfica Editora Posigraf S.A. (GRUPO
POSITIVO companies).
title and duties inherent to the position: founding partner and CEO.
duties: to administer and represent the Company, either independently or jointly with the other
members of the Board of Executive Officers.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer:
Grupo Positivo
Grupo Positivo operates in the education and technology sectors through three main divisions:
-
Educational Area: The educational area is composed of Centro de Estudos Superiores Positivo
Ltda. and Sociedade Educacional Positivo Ltda.
-
Printing and Publishing Area: Grupo Positivo operates through two companies, Editora Positivo
Ltda. and Gráfica e Editora Posigraf S.A.
-
In the IT Area: The Positivo Group manufactures computers, software and educational solutions
82
Guide to Participating in Shareholder Meetings
for the domestic and international markets through Positivo Informática S.A.
ii. indicate all administrative positions currently or previously occupied in publicly held companies:
not applicable
b. describe any of the following events that have taken place in the last five years:
i. any criminal conviction: none
ii. any unfavorable ruling in CVM administrative proceedings and the respective penalties: none
iii. any unappealable judicial or administrative unfavorable ruling that led to the suspension or
inability to practice professional or commercial activities: none
12.9 Inform of any conjugal relationship, steady union or blood relations up to second degree between:
a. administrators of the issuer: not applicable
b. (i) administrators of the issuer, and (ii) administrators of direct or indirect subsidiaries of the
issuer: not applicable
c. (i) administrators of the issuer or of its direct or indirect subsidiaries, and (ii) direct or indirect
controlling shareholders of the issuer: Mr. Oriovisto holds a controlling interest in the issuer and is the
Chairman of its Board of Directors. He is also the father of Giem Raduy Guimarães, Lucas Raduy
Guimarães and Sofia Guimarães Von Ridder, controlling shareholders of the issuer.
d. (i) administrators of the issuer, and (ii) administrators of the issuer’s direct or indirect
controlling shareholders: not applicable
12.10 Inform any subordinate relations, service provisions or controlling relations maintained, within
the last 3 fiscal years, between the issuer's administrators and:
a. companies directly or indirectly controlled by the issuer: Mr. Oriovisto is Chairman of the Board of
Directors and controlling shareholder of Positivo Informática S.A., retaining indirect control of Positivo
Informática da Amazônia Ltda. and Positivo Informática da Bahia Ltda., since both companies are
controlled by Positivo Informática S.A. He holds an indirect controlling interest in Boreo Comércio de
Equipamentos Ltda., since the latter is controlled by Positivo Informática da Bahia Ltda. In addition, he is
the indirect controlling shareholder of Argentine company Informatica Fueguina S.A., in which Positivo
Informática S.A. holds a 50% interest, sharing control and management with BGH S.A. He is also the
indirect controlling shareholder of the Uruguayan company Crounal S.A., a wholly-owned subsidiary of
Positivo Informática S.A.
b. direct or indirect controlling shareholder of the issuer: Mr. Oriovisto is Chairman of the Board of
Directors and controlling shareholder of Positivo Informática S.A.
c. if relevant, any supplier, client, debtor or creditor of the issuer, of its subsidiaries or controlling
shareholders, or of any of the subsidiaries of these persons: not applicable.
HÉLIO BRUCK ROTENBERG
12.8 For each manager or fiscal council member provide the following:
a. a résumé, containing the following information:
i. main professional experience in the last 5 years, including:
name of company: Positivo Informática S.A.
title and duties inherent to the position: Member of the Board of Directors and Chief
Executive Officer.
duties: Establishing, jointly with the other members, the general guidelines of the Company’s
businesses; electing the Board of Executive Officers; overseeing the Company’s management;
manage and represent the Company.
83
Guide to Participating in Shareholder Meetings
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda., iii) Boreo Comércio de
Equipamentos Ltda. iv) Informatica Fueguina S.A., and v) Crounal S.A..
name of company: Editora Positivo Ltda., Centro de Estudos Superiores Positivo
Ltda., Sociedade Educacional Positivo Ltda. and Gráfica Editora Posigraf S.A. (GRUPO
POSITIVO companies).
title and duties inherent to the position: Technical Officer.
duties: to administer and represent the Company, either independently or jointly with the other
members of the Board of Executive Officers.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer:
Grupo Positivo
Grupo Positivo operates in the education and technology sectors through three main divisions:
-
Educational Area: The educational area is composed of Centro de Estudos Superiores Positivo
Ltda. and Sociedade Educacional Positivo Ltda.
-
Printing and Publishing Area: Grupo Positivo operates through two companies, Editora Positivo
Ltda. and Gráfica e Editora Posigraf S.A.
-
In the IT Area: The Positivo Group manufactures computers, software and educational solutions
for the domestic and international markets through Positivo Informática S.A.
ii. indicate all administrative positions currently or previously occupied in publicly held companies:
Independent member of the Board of Directors of Rodobens Negócios Imobiliários S.A., from May 15,
2008 to November 5, 2009.
b. describe any of the following events that have taken place in the last five years:
i. any criminal conviction: none
ii. any unfavorable ruling in CVM administrative proceedings and the respective penalties: none
iii. any unappealable judicial or administrative unfavorable ruling that led to the suspension or
inability to practice professional or commercial activities: none
12.9 Inform of any conjugal relationship, steady union or blood relations up to second degree between:
a. administrators of the issuer: not applicable
b. (i) administrators of the issuer, and (ii) administrators of direct or indirect subsidiaries of the
issuer: not applicable
84
Guide to Participating in Shareholder Meetings
c. (i) administrators of the issuer or of its direct or indirect subsidiaries, and (ii) direct or indirect
controlling shareholders of the issuer: not applicable
d. (i) administrators of the issuer, and (ii) administrators of the issuer’s direct or indirect
controlling shareholders: not applicable
12.10 Inform any subordinate relations, service provisions or controlling relations maintained, within
the last 3 fiscal years, between the issuer's administrators and:
a. companies directly or indirectly controlled by the issuer: Mr. Hélio is a member of the Board of
Directors, Chief Executive Officer and controlling shareholder of Positivo Informática S.A., retaining
indirect control of Positivo Informática da Amazônia Ltda. and Positivo Informática da Bahia Ltda., since
both companies are controlled by Positivo Informática S.A. He holds an indirect controlling interest in
Boreo Comércio de Equipamentos Ltda., since the latter is controlled by Positivo Informática da Bahia
Ltda. In addition, he is the indirect controlling shareholder of Argentine company Informatica Fueguina
S.A., in which Positivo Informática S.A. holds a 50% interest, sharing control and management with
BGH S.A. He is also the indirect controlling shareholder of the Uruguayan company Crounal S.A., a
wholly-owned subsidiary of Positivo Informática S.A.
b. direct or indirect controlling shareholder of the issuer: Mr. Hélio is a member of the Board of
Directors, Chief Executive Officer and controlling shareholder of Positivo Informática S.A.
c. if relevant, any supplier, client, debtor or creditor of the issuer, of its subsidiaries or controlling
shareholders, or of any of the subsidiaries of these persons: not applicable
RUBEN TADEU CONINCK FORMIGHIERI
12.8 For each manager or fiscal council member provide the following:
a. a résumé, containing the following information:
i. main professional experience in the last 5 years, including:
name of company: Positivo Informática S.A.
title and duties inherent to the position: Member of the Board of Directors Duties:
Establishing, jointly with the other members, the general guidelines of the Company’s
businesses; electing the Board of Executive Officers and overseeing the Company’s
management.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda. and iii) Boreo Comércio
de Equipamentos Ltda., iv) Informatica Fueguina S.A., and v) Crounal S.A..
name of company: Editora Positivo Ltda., Centro de Estudos Superiores Positivo
Ltda., Sociedade Educacional Positivo Ltda. and Gráfica Editora Posigraf S.A. (GRUPO
POSITIVO companies).
85
Guide to Participating in Shareholder Meetings
title and duties inherent to the position: Technical Officer.
duties: to administer and represent the Company, either independently or jointly with the other
members of the Board of Executive Officers.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer:
Grupo Positivo
Grupo Positivo operates in the education and technology sectors through three main divisions:
-
Educational Area: The educational area is composed of Centro de Estudos Superiores Positivo
Ltda. and Sociedade Educacional Positivo Ltda.
-
Printing and Publishing Area: Grupo Positivo operates through two companies, Editora Positivo
Ltda. and Gráfica e Editora Posigraf S.A.
-
In the IT Area: The Positivo Group manufactures computers, software and educational solutions
for the domestic and international markets through Positivo Informática S.A.
ii. indicate all administrative positions currently or previously occupied in publicly held companies:
none
b. describe any of the following events that have taken place in the last five years:
i. any criminal conviction: none
ii. any unfavorable ruling in CVM administrative proceedings and the respective penalties: none
iii. any unappealable judicial or administrative unfavorable ruling that led to the suspension or
inability to practice professional or commercial activities: none
12.9 Inform of any conjugal relationship, steady union or blood relations up to second degree between:
a. administrators of the issuer: not applicable
b. (i) administrators of the issuer, and (ii) administrators of direct or indirect subsidiaries of the
issuer: not applicable
c. (i) administrators of the issuer or of its direct or indirect subsidiaries, and (ii) direct or indirect
controlling shareholders of the issuer: not applicable
d. (i) administrators of the issuer, and (ii) administrators of the issuer’s direct or indirect
controlling shareholders: not applicable
12.10 Inform any subordinate relations, service provisions or controlling relations maintained, within
the last 3 fiscal years, between the issuer's administrators and:
a. companies directly or indirectly controlled by the issuer: Mr. Ruben is a member of the Board of
Directors and controlling shareholder of Positivo Informática S.A., retaining indirect control of Positivo
Informática da Amazônia Ltda. and Positivo Informática da Bahia Ltda., since both companies are
controlled by Positivo Informática S.A. He holds an indirect controlling interest in Boreo Comércio de
Equipamentos Ltda., since the latter is controlled by Positivo Informática da Bahia Ltda. In addition, he is
the indirect controlling shareholder of Argentine company Informatica Fueguina S.A., in which Positivo
Informática S.A. holds a 50% interest, sharing control and management with BGH S.A. He is also the
indirect controlling shareholder of the Uruguayan company Crounal S.A., a wholly-owned subsidiary of
Positivo Informática S.A.
b. direct or indirect controlling shareholder of the issuer: Mr. Ruben is a member of the Board of
Directors and controlling shareholder of Positivo Informática S.A.
86
Guide to Participating in Shareholder Meetings
c. if relevant, any supplier, client, debtor or creditor of the issuer, of its subsidiaries or controlling
shareholders, or of any of the subsidiaries of these persons: not applicable
SAMUEL FERRARI LAGO
12.8 For each manager or fiscal council member provide the following:
a. a résumé, containing the following information:
i. main professional experience in the last 5 years, including:
name of company: Positivo Informática S.A.
title and duties inherent to the position: Member of the Board of Directors Duties:
Establishing, jointly with the other members, the general guidelines of the Company’s
businesses; electing the Board of Executive Officers and overseeing the Company’s
management.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda. and iii) Boreo Comércio
de Equipamentos Ltda., iv) Informatica Fueguina S.A., and v) Crounal S.A..
name of company: LP Investimentos S/A
title and duties inherent to the position: Officer.
duties: Establishing, jointly with the other members, the general guidelines of the Company’s
businesses.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: Equity interest and management.
name of company: SSTP Investimentos Ltda.
title and duties inherent to the position: Officer
duties: Establishing, jointly with the other members, the general guidelines of the Company’s
businesses
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: Equity interest and management.
ii. indicate all administrative positions currently or previously occupied in publicly held companies:
Portal Officer of Positivo Informática S.A., from 2000 to 2007.
b. describe any of the following events that have taken place in the last five years:
i. any criminal conviction: none
ii. any unfavorable ruling in CVM administrative proceedings and the respective penalties: none
87
Guide to Participating in Shareholder Meetings
iii. any unappealable judicial or administrative unfavorable ruling that led to the suspension or
inability to practice professional or commercial activities: none
12.9 Inform of any conjugal relationship, steady union or blood relations up to second degree between:
a. administrators of the issuer: not applicable
b. (i) administrators of the issuer, and (ii) administrators of direct or indirect subsidiaries of the
issuer: not applicable
c. (i) administrators of the issuer or of its direct or indirect subsidiaries, and (ii) direct or indirect
controlling shareholders of the issuer: Mr. Samuel holds a controlling interest in the issuer and is a
member of the issuer’s Board of Directors. He is also brother of Mr. Paulo Fernando Ferrari Lago and of
Mrs. Thaís Susana Ferrari Lago, both of which are controlling shareholders of the issuer.
d. (i) administrators of the issuer, and (ii) administrators of the issuer’s direct or indirect
controlling shareholders: not applicable
12.10 Inform any subordinate relations, service provisions or controlling relations maintained, within
the last 3 fiscal years, between the issuer's administrators and:
Mr. Samuel is a member of the Board of Directors and controlling shareholder of Positivo Informática
S.A., retaining indirect control of Positivo Informática da Amazônia Ltda. and Positivo Informática da
Bahia Ltda., since both companies are controlled by Positivo Informática S.A. He holds an indirect
controlling interest in Boreo Comércio de Equipamentos Ltda., since the latter is controlled by Positivo
Informática da Bahia Ltda. In addition, he is the indirect controlling shareholder of Argentine company
Informatica Fueguina S.A., in which Positivo Informática S.A. holds a 50% interest, sharing control and
management with BGH S.A. He is also the indirect controlling shareholder of the Uruguayan company
Crounal S.A., a wholly-owned subsidiary of Positivo Informática S.A.
b. direct or indirect controlling shareholder of the issuer: Mr. Samuel is a member of the Board of
Directors and controlling shareholder of Positivo Informática S.A.
c. if relevant, any supplier, client, debtor or creditor of the issuer, of its subsidiaries or controlling
shareholders, or of any of the subsidiaries of these persons: not applicable
ÁLVARO AUGUSTO DO AMARAL
12.8 For each manager or fiscal council member provide the following:
a. a résumé, containing the following information:
i. main professional experience in the last 5 years, including:
name of company: Positivo Informática S.A.
title and duties inherent to the position: Member of the Board of Directors and Coordinator of
the Audit Committee.
duties: Establishing, jointly with the other members, the general guidelines of the Company’s
businesses; electing the Board of Executive Officers; overseeing the Company’s management;
advise the Board of Directors in overseeing the management and supervising and assessing the
works of the independent audit.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
88
Guide to Participating in Shareholder Meetings
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda. and iii) Boreo Comércio
de Equipamentos Ltda. Other companies that are part of the same economic group as Positivo
Informática: i) Positivo Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda.
and iii) Boreo Comércio de Equipamentos Ltda., iv) Informatica Fueguina S.A., and v) Crounal
S.A..
name of company: Editora Positivo Ltda., Centro de Estudos Superiores Positivo
Ltda., Sociedade Educacional Positivo Ltda. and Gráfica Editora Posigraf S.A. (GRUPO
POSITIVO companies).
title and duties inherent to the position: Former Financial Superintendent of the Positivo
Group and Coordinator of the Audit Committee of the companies in the Positivo Group.
duties: was responsible for maintaining the Company's permanent liquidity, obtaining funds for
expansion plans based on financial and economic feasibility studies and at the lowest possible
costs, and guaranteeing the necessary balance between the profit and financial liquidity
objectives. Responsible for monitoring the management and supervising and assessing the works
of the independent audit; and activities of the independent audit.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer:
Grupo Positivo
Grupo Positivo operates in the education and technology sectors through three main divisions:
-
Educational Area: The educational area is composed of Centro de Estudos Superiores Positivo
Ltda. and Sociedade Educacional Positivo Ltda.
-
Printing and Publishing Area: Grupo Positivo operates through two companies, Editora Positivo
Ltda. and Gráfica e Editora Posigraf S.A.
-
In the IT Area: The Positivo Group manufactures computers, software and educational solutions
for the domestic and international markets through Positivo Informática S.A.
ii. indicate all administrative positions currently or previously occupied in publicly held companies:
none
b. describe any of the following events that have taken place in the last five years:
i. any criminal conviction: none
ii. any unfavorable ruling in CVM administrative proceedings and the respective penalties: none
iii. any unappealable judicial or administrative unfavorable ruling that led to the suspension or
inability to practice professional or commercial activities: none
12.9 Inform of any conjugal relationship, steady union or blood relations up to second degree between:
a. administrators of the issuer: not applicable
b. (i) administrators of the issuer, and (ii) administrators of direct or indirect subsidiaries of the
issuer: not applicable
c. (i) administrators of the issuer or of its direct or indirect subsidiaries, and (ii) direct or indirect
controlling shareholders of the issuer: not applicable
89
Guide to Participating in Shareholder Meetings
d. (i) administrators of the issuer, and (ii) administrators of the issuer’s direct or indirect
controlling shareholders: not applicable
12.10 Inform any subordinate relations, service provisions or controlling relations maintained, within
the last 3 fiscal years, between the issuer's administrators and:
a. companies directly or indirectly controlled by the issuer: not applicable
b. direct or indirect controlling shareholder of the issuer: not applicable
c. if relevant, any supplier, client, debtor or creditor of the issuer, of its subsidiaries or controlling
shareholders, or of any of the subsidiaries of these persons: not applicable
FERNANDO SOARES MITRI
12.8 For each manager or fiscal council member provide the following:
a. a résumé, containing the following information:
i. main professional experience in the last 5 years, including:
name of company: Positivo Informática S.A.
title and duties inherent to the position: Independent member of the Board of Directors
duties: Establishing, jointly with the other members, the general guidelines of the Company’s
businesses; electing the Board of Executive Officers and overseeing the Company’s
management.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda. and iii) Boreo Comércio
de Equipamentos Ltda., iv) Informatica Fueguina S.A., and v) Crounal S.A..
name of company: BMK Governança e Gestão.
title and duties inherent to the position: Partner.
duties: A company engaged in executive training and coaching.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: Company dedicated to Executive Development and Coaching activities.
name of company: Neogrid S.A.
title and duties inherent to the position: Independent member of the Board of Directors
duties: Establishing, jointly with the other members, the general guidelines of the Company’s
businesses; electing the Board of Executive Officers and overseeing the Company’s
management.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
90
Guide to Participating in Shareholder Meetings
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: Company that specializes in Consulting Services and Solutions for the
Supply & Demand Chain, operating in all sectors of the productive chain (from raw materials to
retail), throughout various market segments. Established in 1999, it is a closed capital
corporation headquartered in Joinvile (Santa Catarina state), with units in São Paulo (São Paulo
state) and Porto Alegre (Rio Grande do Sul state), providing nationwide services. With the
objective of leveraging competitiveness of its clients, while committing to generate material
results through innovative solutions, NeoGrid offers a platform of wide-ranged solutions,
combined with a complete offer of supply and demand chain management, including solutions
for Collaborative Commerce, Planning solutions, Consulting and Services.
name of company: Schincariol Participações e Representações S.A.
title and duties inherent to the position: Independent member of the Board of Directors
duties: Establishing, jointly with the other members, the general guidelines of the Company’s
businesses; electing the Board of Executive Officers and overseeing the Company’s
management.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: A closely-held company that is Brazil’s second largest brewer and the
beer market leader in the North and Northeast regions. Schincariol’s product portfolio also
includes mineral water, soft drinks and fruit juices.
ii. indicate all administrative positions currently or previously occupied in publicly held companies:
Former member of the Board of Directors of Datasul S.A.
b. describe any of the following events that have taken place in the last five years:
i. any criminal conviction: none
ii. any unfavorable ruling in CVM administrative proceedings and the respective penalties: none
iii. any unappealable judicial or administrative unfavorable ruling that led to the suspension or
inability to practice professional or commercial activities: none
12.9 Inform of any conjugal relationship, steady union or blood relations up to second degree between:
a. administrators of the issuer: not applicable
b. (i) administrators of the issuer, and (ii) administrators of direct or indirect subsidiaries of the
issuer: not applicable
c. (i) administrators of the issuer or of its direct or indirect subsidiaries, and (ii) direct or indirect
controlling shareholders of the issuer: not applicable
d. (i) administrators of the issuer, and (ii) administrators of the issuer’s direct or indirect
controlling shareholders: not applicable
12.10 Inform any subordinate relations, service provisions or controlling relations maintained, within
the last 3 fiscal years, between the issuer's administrators and:
a. companies directly or indirectly controlled by the issuer: not applicable
b. direct or indirect controlling shareholder of the issuer: not applicable
c. if relevant, any supplier, client, debtor or creditor of the issuer, of its subsidiaries or controlling
shareholders, or of any of the subsidiaries of these persons: not applicable
LUCAS RADUY GUIMARÃES
12.8 For each manager or fiscal council member provide the following:
a. résumé, containing the following information:
91
Guide to Participating in Shareholder Meetings
i. main professional experience in the last 5 years, including:
name of company: Grupo Positivo
title and duties inherent to the position: Vice President
Duties: Management of the company together with other members of the Executive Board,
pursuant to the Company’s Bylaws.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer:
Grupo Positivo
Grupo Positivo operates in the education and technology sectors through three main divisions:
-
Educational Area: The educational area is composed of Centro de Estudos Superiores Positivo
Ltda. and Sociedade Educacional Positivo Ltda.
-
Printing and Publishing Area: Grupo Positivo operates through two companies, Editora Positivo
Ltda. and Gráfica e Editora Posigraf S.A.
-
In the IT Area: The Positivo Group manufactures computers, software and educational solutions
for the domestic and international markets through Positivo Informática S.A.
name of company: Positivo Informática S.A.
title and duties inherent to the position: Member of the Audit Committee.
duties: Review and supervise the processes relating to the presentation of accounting and
financial reports; the internal control processes evaluated by Independent Auditors; and the
activities of Independent Auditors.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda. and iii) Boreo Comércio
de Equipamentos Ltda., iv) Informatica Fueguina S.A., and v) Crounal S.A..
name of company: Positivo Informática S.A. from Aug/2006 to Aug/2008
title and duties inherent to the position: Financial Vice-President and Investor Relations
Officer.
duties: To manage the Company jointly with the other members of the Executive Board
according to the duties assigned to him by law, the Shareholders’ Meeting and the Board of
Directors.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
92
Guide to Participating in Shareholder Meetings
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda. and iii) Boreo Comércio
de Equipamentos Ltda., iv) Informatica Fueguina S.A., and v) Crounal S.A..
ii. indicate all administrative positions currently or previously occupied in publicly held companies:
Financial Vice-President and Investor Relations Officer of Positivo Informática S.A.
b. describe any of the following events that have taken place in the last five years:
i. any criminal conviction: none
ii. any unfavorable ruling in CVM administrative proceedings and the respective penalties: none
iii. any unappealable judicial or administrative unfavorable ruling that led to the suspension or
inability to practice professional or commercial activities: none
12.9 Inform of any conjugal relationship, steady union or blood relations up to second degree
between:
a. administrators of the issuer: Mr. Lucas is the son of the Chairman of the Board of Directors of
Positivo Informática S.A.
b. (i) administrators of the issuer, and (ii) administrators of direct or indirect subsidiaries of the
issuer: Mr. Lucas is the Vice President of the Grupo Positivo, where his father is also a manager.
c. (i) administrators of the issuer or of its direct or indirect subsidiaries, and (ii) direct or indirect
controlling shareholders of the issuer: Yes, as already informed.
d. (i) administrators of the issuer, and (ii) administrators of the issuer’s direct or indirect
controlling shareholders: not applicable
12.10 Inform any subordinate relations, service provisions or controlling relations maintained,
within the last 3 fiscal years, between the issuer's administrators and:
a. companies directly or indirectly controlled by the issuer: not applicable
b. direct or indirect controlling shareholder of the issuer: Mr. Lucas is Positivo Informática S.A’s
controlling shareholder.
c. if relevant, any supplier, client, debtor or creditor of the issuer, of its subsidiaries or controlling
shareholders, or of any of the subsidiaries of these persons: not applicable
ARIEL LEONARDO SZWARC
12.8 For each manager or fiscal council member provide the following:
a. a résumé, containing the following information:
i. main professional experience in the last 5 years, including:
name of company: Positivo Informática S.A.
title and duties inherent to the position: Member of the Audit Committee.
93
Guide to Participating in Shareholder Meetings
duties: Review and supervise the processes relating to the presentation of accounting and
financial reports; the internal control processes evaluated by Independent Auditors; and the
activities of Independent Auditors.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda. and iii) Boreo Comércio
de Equipamentos Ltda., iv) Informatica Fueguina S.A., and v) Crounal S.A..
name of company: Editora Positivo Ltda., Centro de Estudos Superiores Positivo Ltda.,
Sociedade Educacional Positivo Ltda. and Gráfica Editora Posigraf S.A. (GRUPO POSITIVO
companies).
title and duties inherent to the position: Member of the Audit Committee.
duties: Review and supervise the processes relating to the presentation of accounting and
financial reports; the internal control processes evaluated by Independent Auditors; and the
activities of Independent Auditors.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer:
Grupo Positivo
Grupo Positivo operates in the education and technology sectors through three main divisions:
-
Educational Area: The educational area is composed of Centro de Estudos Superiores Positivo
Ltda. and Sociedade Educacional Positivo Ltda.
-
Printing and Publishing Area: Grupo Positivo operates through two companies, Editora Positivo
Ltda. and Gráfica e Editora Posigraf S.A.
-
In the IT Area: The Positivo Group manufactures computers, software and educational solutions
for the domestic and international markets through Positivo Informática S.A.
name of company: Informática Fueguina S.A.
title and duties inherent to the position: Member of the Audit Committee.
duties: The Company’s management, together with the Executive Board, pursuant to the
Company’s Bylaws.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: The Company’s corporate purpose includes the manufacture and sale of
electrical and electronic equipment. The Company is an Argentine joint venture, with Positivo
Informática S.A. and BGH S.A. holding 50% interest.
94
Guide to Participating in Shareholder Meetings
name of company: Positivo Informática S.A. from Aug/2008 to Mar/2011
title and duties inherent to the position: Financial Vice-President and Investor Relations
Officer.
duties: To manage the Company jointly with other members of the Executive Board according
to the duties assigned to him by law, the Shareholders’ Meeting and the Board of Directors.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: a) the manufacturing, sale, leasing and provision of technical assistance
for goods or equipment in the area of information technology and electrical and electronic
goods; b) the development, sale and leasing of diverse systems and software; c) the development
and sale of technological projects in the information technology and electrical and electronics
areas; d) the representation, sale, planning and implementation, as well as the provision of
training, technical support, educational support and technical assistance for IT equipment, labs
and furniture, franchises, education application systems, school administration systems and
educational learning systems; e) the provision of information technology services; f) the sale or
assignment of own or third-party copyrights; and g) the publication and sale of books. Other
companies that are part of the same economic group as Positivo Informática: i) Positivo
Informática da Amazônia Ltda., ii) Positivo Informática da Bahia Ltda. and iii) Boreo Comércio
de Equipamentos Ltda., iv) Informatica Fueguina S.A., and v) Crounal S.A..
name of company: CNH Global, N.V. (Holanda), nas subsidiárias CNH America LLC (Estados
Unidos) e CNH Latino Americana Ltda. (Brasil) no período de 2001 a 2008, e anteriormente,
Case Argentina S.A. (Argentina), no período de 1999 a 2001.
title and duties inherent to the position: Responsável Financeiro Mundial da Marca Case IH
duties: Responsável pelo controle e coordenação de toda a atividade financeira, suporte ao CEO,
definição, análise e aprovação de estratégia e planos operacionais nas diferentes divisões
mundiais da marca Case IH.
main activity of the company where said experience occurred, highlighting the
corporations or organizations that make up the (i) issuer’s economic group, or (ii) partners
with a direct or indirect stake equal or superior to 5% of the same class or type of
securities as the issuer: The world leader in the manufacture of equipment for the agricultural
sector, with a comprehensive line of tractors, harvesters, specialized pickers for cotton, sugar and
coffee, planters and sprayers. CNH is part of the FIAT Group. Operating in markets where
agriculture is more advanced, Case IH designs, develops and establishes benchmarks in
agricultural technology, providing solutions for all of the industry's needs.
ii. indicate all administrative positions currently or previously occupied in publicly held companies:
Financial Vice-President and Investor Relations Officer of Positivo Informática S.A.
b. describe any of the following events that have taken place in the last five years:
i. any criminal conviction: none
ii. any unfavorable ruling in CVM administrative proceedings and the respective penalties: none
iii. any unappealable judicial or administrative unfavorable ruling that led to the suspension or
inability to practice professional or commercial activities: none
12.9 Inform of any conjugal relationship, steady union or blood relations up to second degree between:
a. administrators of the issuer: not applicable
b. (i) administrators of the issuer, and (ii) administrators of direct or indirect subsidiaries of the
issuer: not applicable
95
Guide to Participating in Shareholder Meetings
c. (i) administrators of the issuer or of its direct or indirect subsidiaries, and (ii) direct or indirect
controlling shareholders of the issuer: not applicable
d. (i) administrators of the issuer, and (ii) administrators of the issuer’s direct or indirect
controlling shareholders: not applicable
12.10 Inform any subordinate relations, service provisions or controlling relations maintained,
within the last 3 fiscal years, between the issuer's administrators and:
a. companies directly or indirectly controlled by the issuer: Mr. Ariel was the Financial VicePresident and Investor Relations Officer at Positivo Informática S.A., and is currently a member of both
Positivo Informática’s and Grupo Positivo’s Audit Committees. He is also a member of the Board of
Directors of Informática Fueguina S.A, a company that holds 50% interest in Positivo Informática.
b. direct or indirect controlling shareholder of the issuer: not applicable
c. if relevant, any supplier, client, debtor or creditor of the issuer, of its subsidiaries or controlling
shareholders, or of any of the subsidiaries of these persons: not applicable
96
Guide to Participating in Shareholder Meetings
EXHIBIT IV
BYLAWS OF POSITIVO INFORMÁTICA WITH HIGHLIGHTED PROPOSED
CHANGES
BYLAWS OF
POSITIVO INFORMÁTICA S.A.
CORPORATE TAX ROLL Nº 81.243.735/0001-48
OPEN COMPANY
CHAPTER I
NAME, HEADQUARTERS, OBJECT AND TERM OF DURATION
Article 1 - Positivo Informática S.A. (hereinafter referred to as “Company”) is a joint stock company
ruled by these bylaws and the applicable laws.
Single paragraph. Following admission for trading on the Novo Mercado Special Corporate Governance
Segment of the BM&FBOVESPA S.A. - Securities, Commodities and Futures Exchange
(“BM&FBOVESPA”), the Company, its shareholders, Management and members of the Fiscal Council,
when convened, are subject to the Novo Mercado Listing Regulations (“Novo Mercado Regulations”).
Article 2 - The Company shall have its address and main place of business in the City of Curitiba, State
of Paraná, at Rua João Bettega, 5200, CIC, and may, upon resolution of the Board of Directors, organize
and dissolve branches, offices, warehouses and facilities of any nature, in Brazil or abroad.
Article 3 – The Company is engaged in the: a) industrialization, commercialization, lease and technical
assistance of goods and equipment of any nature in the field of computers and electro-electronics; b)
development, commercialization and lease of software and diverse systems; c) industrialization,
commercialization, and development of technological projects in the area of informatics and electroelectronics; d) representation, commercialization, planning, implantation, training, technical support,
pedagogical support, and technical assistance for equipment, laboratories, and computer accessories,
franchising, pedagogical application systems, school administration systems, and educational instructive
systems; e) and rendering of services in informatics; f) commercialization or granting equity and thirdparty copyrights; g) publication and commercialization of books; and h) holding of stocks in companies
and/or ventures of any nature with the same business purpose of the company.
Article4 – The Company shall exist perpetually.
CHAPTER II
CAPITAL STOCK AND SHARES
Article 5 – The Company’s capital stock, totally subscribed and paid in, is of R$389,000,000.00 (three
hundred eighty nine million reais), divided into 87,800,000 (eighty-seven million and eight hundred
thousand) of ordinary stock, all having par value, book shares, and without par value.
§ 1 Each ordinary stock corresponds to a vote at the Extraordinary General Meetings.
§ 2 The Company may not issue preferential stocks or negotiable securities without par value with right to
vote.
97
Guide to Participating in Shareholder Meetings
§ 3 The Company has authorized capital stock, and may increase it, regardless of any amendment to the
bylaws, upon resolution and the conditions set forth by the Board of Directors. The Board may issue up to
4,500,000 (four million, five hundred thousand) new ordinary stocks.
§ 4 According to the number of stocks they hold in the Company, the stockholders shall have the
preference to subscribe the increase of their capital stock, under the terms of Article 171 of Law nº
6,404/76. Preemptive right may be granted, as a whole or in part, to the other stockholders, which shall be
exercised according the number of stocks they hold in the Company and within the term of 30 (thirty)
days from the date thereof.
§ 5 The Company may reduce or exclude the term for exercising the preemptive right to issue the shares,
debentures convertible into shares or subscription warrants placed by selling at stock exchange, public
subscription or barter for stocks in mandatory tender offers for equity control, under the terms of Articles
257 to 263 of Law nº 6,404/76. There shall all be no preemptive right in the granting and exercise of the
stock purchase option, according to the provisions of §3 of Article 171 of Law nº 6,404/76.
§ 6 In case of non-compliance with the price for issuing stocks in the conditions provided in the
subscription note or in the respective calls for capital, the negligent shareholder shall, by operation of law,
be considered in default, in the form of Article 106, §2, of Law nº 6,404/76, subjected to a fine of 10%
(ten percent) over the value of the installment due and to the provisions of Article 107 of the same Law nº
6.404/76.
Article 6 – The Stockholders´ agreements that set forth conditions for the purchase and sale of the
Company issued stocks, for the preemptive right in the purchase thereof, or for exercising the right to
vote, shall always be appraised by the Company, provided they are filed at the Company’s head-office.
The Company’s officers shall supervise compliance with these agreements and the President of the
Extraordinary General Meeting shall not count the vote cast against provisions of the agreements.
Single Paragraph. Rights, obligations, and liabilities resulting from the stockholders’ agreements shall
be valid and opposable to third parties, as soon as they have been recorded in the Stock Registration
Books of the Company.
CHAPTER III
GENERAL MEETING
Article 7– The Ordinary General Meeting is the Company’s deliberative body and has the authority to
decide all the Company’s businesses and shall meet, within the 04 (four) first months following the end of
the fiscal year, to resolve on matters reported in Article 132 of Law nº 6.404/76 and, extraordinarily,
whenever necessary.
§ 1 The Ordinary General Meeting shall be called by the President of the Board of Directors or by 04
(four) members of the Board of Directors acting jointly, when the works shall be steered by a board made
up of a president and a secretary, according to paragraph two hereunder.
§ 2 The Ordinary General Meeting shall be chaired by the President of the Board of Directors, or, in his
absence, by any other member of the Board of Directors to be chosen by resolution of the majority of
stockholders attending, or, in the absence of all members of the Board of Directors, the president shall be
chosen from those attending by a majority resolution. The President of the Board shall choose, among
those attending, the Secretary of the Board.
§ 3 The resolutions of Ordinary General Meeting, save some exceptions provisioned by law and these
Bylaws, shall be passed by the majority of votes, disregarding the blank votes.
Article 8 – Without prejudice of the powers assigned by law to the Ordinary General Meeting, it shall:
98
Guide to Participating in Shareholder Meetings
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
Elect and dismiss, at any time, the members of the Board of Directors;
Define the total fees to be paid to the members of the Board of Directors and the Executive
Board of Directors, as well as the remuneration of the members of the Fiscal Board, if and when
installed;
Give stock bonuses and decide on eventual groupings and/or outspread of shares;
Approve programs for granting call option or subscription of stocks to its officers and
employees;
Resolve, according to a proposal submitted by the management, on the profit destination for the
fiscal year and the distribution of dividends;
Elect the liquidator, as well as the Fiscal Board, which shall operate during liquidation term;
Resolve on the output of Novo Mercado (“Novo Mercado”) of the,
BOVESPABM&FBOVESPA, as well as on any measure related to the cancellation of the open
Company registration; and
Choose the specialized company responsible for preparing the valuation report for the
Company’s stocks, should the registration of open Company be cancelled or its withdrawal from
Novo Mercado, as provided in Chapters VIII and IX of these Bylaws, among the companies
appointed by the Board of Directors.
CHAPTER IV
MANAGEMENT
Section I – General Standards
Article 9 - The Company shall be managed by a Board of Directors and by an Executive Board of
Directors.
§ 1 Officers shall be invested in their positions by signing the term of installation in the appropriate book,
within 30 (thirty) days’ time as of their election date, and they shall be excused from rendering pledge for
securing their management. Installation of the officers shall be subjected to their previous subscription in
the Officers’ Term of Consent, referred to in the Novo Mercado Listing Regulations, as well as the
applicable legal requirements.
§ 2 Members of the Board of Directors and of the Executive Board of Directors shall be obliged, without
prejudice of rights and liabilities assigned to them by law, to maintain all the Company’s transactions
confidential, treating with secrecy all information they gain access to and those regarding the Company,
its transactions, employees, officers, stockholders or contractors, and contracted self-employed people,
obliging themselves to use such information for the Company’s exclusive and best interest.
Section II – Board of Directors
Article 10– The Board of Directors, elected and removed from office by the Ordinary General Meeting,
shall be composed of 6 (six) or 7 (seven) effective members, being one the President and the others
natural persons, stockholders, resident or not in Brazil, with a unified term of office of 1 (one) year, who
may be reelected. At least 20% of the members of the Board of Directors shall be of Independent
Officers.
§ 1 For the due purpose of these Bylaws, Independent Officer is the one defined with Novo Mercado’s
Listings Regulation of Bovespa, and expressly stated in the ordinary general meeting which elected him.
In compliance with the Novo Mercado listing rules, at least twenty percent (20%) of the Company’s
Board of Directors shall be composed of independent Board members, and they must be expressly
declared as such in the minutes of the Shareholders’ Meeting electing them; in addition, the Board
member(s) elected as per Paragraphs 4 and 5 of Article 141 of Law 6,404/76 shall be also deemed as
independent Board member(s).
99
Guide to Participating in Shareholder Meetings
§ 2 Independent Officers shall also be considered those elected according to §§ 4 and 5 of Article 141 of
Law nº 6.404/76.
§ 3 When, after complying with the percentage referred to in the caput paragraph one of Article 10
hereof, the number of directors becomes fractional, there shall be a rounding up to a full number: (i)
immediately higher, when the fraction is equal or higher than 0.5 or (ii) immediately lower, when the
fraction is lower than 0.5.
§ 4 The positions of Chairman of Board of Directors and Chief Executive Officer of the Company may
not be held by the same person.
Article 11 -In case of a position of director become vacant, an Ordinary General Meeting shall be called
within 10 (ten) days of the position is vacant, in order to elect the substitute, who shall take office of the
director vacancy for the remaining term thereof.
Article 12 –The Board of Directors’ meetings shall be called in writing, by the President or by 4 (four) of
its members, requiring a quorum of at least, 4 (four) members. The Board of Directors’ resolutions shall
be passed by the majority of the directors attending the meeting.
Single Paragraph. Minutes of the Board of Directors’ meetings shall be transcribed in the appropriate
book, which shall become effective provided the number of signatures signed thereof correspond to the
minimum quorum required for the meeting installation and resolutions.
Article 13 –Once the term of office ends, the members of the Board of Directors shall remain in their
positions until new elected directors have been elected.
Article 14 –Without prejudice of the powers assigned by law to the Board of Directors, it shall:
(i)
Provide general guidance for the Company’s businesses;
(ii)
Elect and dismiss directors, as well as define their assignments and distribute the remuneration
settled Ordinary General Meeting to the directors;
(iii)
Supervise the Directors´ management, examining at any time, the Company’s books and papers,
and requesting information on the contracts entered into or about to be entered into, as well as
any other acts;
(iv)
Call General Meetings;
(v)
Express the opinion on the Management Report, Board accounts, Financial Statements for the
fiscal year and examine monthly balance sheets;
(vi)
Approve the Company’s annual and multiannual budgets, strategic plans, expansion projects, and
investment programs;
(vii)
Elect and dismiss the Company’s independent auditors;
(viii)
Authorize operations involving values over R$30,000,000.00 for: a) financing purchases of
goods and services (Compror operations); b) acquisition of raw materials and operations
regarding the request of letters of credit to secure imports; dealing of bank warrants oriented
towards bids in national and international public bodies, and for dealing bank instruments that
guarantee performance, and c) discounting bonds for anticipating receivables. This value shall be
updated in the end of each fiscal period by the IGP-M (General of Market Prices) variation
divulged by Fundação Getúlio Vargas (FGV), or by index that may substitute it in case it
becomes extinct.
100
Guide to Participating in Shareholder Meetings
(ix)
Authorize the purchasing of any other type of operation in amounts over R$10,000,000.00 (ten
million reais) – such value to be updated according to the provision hereinabove – regarding
the: (i) Purchasing, assignment, or burdening of real properties or investments held by the
Company; and (ii) contracting any loans or financing by the Company, in the quality of lender
or borrower;
(x)
Approve that the Company hold stocks in other corporations, as well as dispose or assign stocks
thereof, in Brazil or abroad;
(xi)
Authorize that the Company issue shares within the limits of the authorized stock capital,
provisioned by Article 5, §3º, of these Bylaws, defining the conditions, including price and
deadline for payment in full, and the preferential right may also be excluded or reduced when
issuing the stocks, and invested selling in stock exchange or in a public subscription or call
option of equity control, according to the law;
(xii)
Resolve on the issue of subscription bonus and convertible debentures in stocks, observing the
limits of Article 5, §3, of these Bylaws;
(xiii)
Resolve on procurement by the Company its own issued stocks, for keeping in treasury and/or
future cancellation or assignment;
(xiv)
Define the triple list of companies specialized in company economic valuation, for the
preparation of a valuation report on the Company’s stocks, in case of Call option of stocks in
order to cancel the registration of Open Company or its withdrawal from Novo Mercado;
(xv)
Approve the contract of a Trust company to operate with book shares;
(xvi)
Provide for the order of works, adopt or issue rules for its operation; taking into account these
Bylaws and the law in force,
(xvii)
Resolve on the content of the vote to be cast by the Company at ordinary and/or extraordinary
general meetings, previous meetings of stockholders or quota-holders, stockholder meetings,
and/or at any other meeting of corporations of which the Company becomes the holder of
majority of the stock; and
(xviii) Resolve on any subject not comprised by the Ordinary General Meeting or the Executive Board
of Directors, according to the Law or these Bylaws´ provisions.; and
(xix)
Issue a favorable or unfavorable opinion on any public offer for the acquisition of Company
shares through a reasoned report published within fifteen (15) days as of the publication of the
call for the offer, which should address at least (i) the opportunity and convenience of the offer in
regard to the interest of the shareholders and the liquidity of their shares; (ii) the repercussions of
the offer on the Company’s interests; (iii) the strategic plans disclosed by the offeror in relation
to the Company; and (iv) any other points deemed relevant by the Board of Directors, as well as
the information required by the applicable regulations established by the CVM.
Section III – Executive Board of Directors
Article 15 - The Company's Executive Board shall be composed of up to twelve (12) members, all
resident in Brazil, shareholders or not, who shall be elected or removed from office by the Board of
Directors, as follows: one (1) Chief Executive Officer, one (1) Chief Operating Officer, one (1) Chief
Financial Officer, one (1) Chief Educational Technologies Officer, one (1) New Products and
101
Guide to Participating in Shareholder Meetings
Procurement Officer, one (1) Chief Marketing Officer, one (1) Supply Chain Officer, one (1) Commercial
Officer for Educational Technologies, one (1) Operating Officer for Educational Technologies, one (1)
Executive Officer for Outsourced Productions Institutional Relations Officer, one (1) Connectivity
Officer and one (1) Investor Relations Officer.
§ 1 Each Director’s term of office shall be of 02 (two) years, and reelection allowed. Once the term ends,
the Directors shall remain in their positions till election of new Directors.
§ 2 The occupation of a Director´s position ceases either by his dismissal, at any time, or by the
termination of the term of office, should there not be an extension, according to the final part of
Paragraph 1 above. Resignation becomes effective in the Company, from the moment it is notified in
writing by the resigner, only having effect before third parties of good faith, after its filing with the Public
Register of Mercantile Companies and publication.
§ 3 The substitution of any Director, in the case of their absence or temporary impediment, or also due to
resignation, death, or incapacity, shall be resolved by the Board of Directors’ Meeting, in which its
President may elect a provisory substitute.
Article 16 – It is the Board of Director’s duty to perform the assignments conferred by law, the Ordinary
General Meeting, the Board of Directors, and these bylaws so it may perform all necessary acts for the
Company to operate regularly, be administrated and have its business and activities properly managed,
provided it particularly complies with articles 8 and 14 hereof, including:
(i)
Supervise compliance with the Law, these Bylaws, the resolutions of the Board of Directors
and the General Meeting;
(ii)
Prepare and submit to the Board of Directors the Executive Board of Directors’ report and
the financial statements for each fiscal year, followed by the independent auditors’ report, as
well as the investment proposal for the profits made in the previous fiscal year;
(iii)
Resolve on branches, agencies, warehouses, offices, and any other Company facilities in
Brazil or abroad;
Practice acts regarding its competency, according to these Bylaws;
(iv)
(v)
Keep the members of the Board of Directors informed on the Company’s activities and the
running of its operations;
(vi)
Represent the Company, active and passively, in and out of court, respecting the provisions
of these Bylaws, within the limits of its duties;
(vii)
Sign contracts, make loans and financings, assign, acquire, mortgage, or in any way
encumber the company´s goods, furniture, real properties and other rights, under the terms of
these Bylaws and of item (viii) of Article 14 hereof;
(viii)
accept, withdraw, endorse, and vouch for foreign exchange documents, trade bills, checks,
promissory notes, and for any other credit instruments holding the company liable for,
according to the provisions hereof, notably to the restrictions of item (viii) of Article 14
hereof; and
(ix)
open, operate, and close bank accounts.
Article 17 - The Company’s representation, in and out of court, actively and passively, in any acts or
juridical businesses, or before any public offices or federal, state, or municipal authorities, in acts of
purchase, assignment, or encumbrance goods and rights, as well as in acts and operations of ordinary
management of the company´s businesses, such as the signature of deeds of any nature, bills of exchange,
checks, drafts, contracts and, in general, any other documents or acts holding the company liable or
102
Guide to Participating in Shareholder Meetings
obliged or exempting it from obligations or liabilities towards third parties, and also, the acceptance, the
endorsement, and the vouch for foreign exchange documents, trade bills or other credit instruments, shall
be performed (i) by the President Director, or (ii) by the Director who, individually or jointly another
Director, be strictly authorized by the Board of Directors, at a specific meeting, or (iii) by a proxy with
specific powers, appointed according to Paragraph 1 below.
§ 1 Powers of attorney in the Company’s behalf shall be granted (i) by the President Director, or (ii) by
Director who, individually or jointly with another Director, is/are strictly authorized by the Board of
Directors, at specific meeting and shall specify the powers granted. Should the power of attorney not
mention the term of duration, it shall be deemed granted perpetually, as well as in cases the power of
attorney is granted for legal purposes or for representation in administrative proceedings but for the term
of 1 (one) year in the other cases.
§ 2 When the power of attorney is granted for the purpose of performing acts that depend on previous
authorization on behalf of the Board of Directors, granting shall be strictly subjected to such authorization
which shall be stated in the text.
§ 3 Acts from any of the Directors or attorneys, involving the Company in obligation related to business
and/or operations foreign to the company purposes, such as making financings, giving bonds,
endorsements or any other guarantees to third parties, are expressly forbidden, thus, are deemed null and
ineffective to the Company.
§ 4 Without prejudice to what is stated in Paragraph 3 above, each Director shall (i) be hold joint, with the
Company and severally liable before third parties, for any fault in performing his duties and occupying
his position; and shall (ii) have to refund the Company, of all profits, credits or company assets
applicable, without the Ordinary General Meeting’s written consent, for its own benefit or in benefit of
third parties, and, in case of any loss, he shall also be held accountable.
CHAPTER V
FISCAL BOARD
Article 18 – The Company’s Fiscal Board, which shall not be of permanent nature, shall only be installed
in the form of law, and shall be composed of 3 (three) to 5 (five) effective members and an equal number
of substitutes, whether stockholders or not, elected by the Ordinary General Meeting whenever required.
§ 1 In order for the Fiscal Board Members to take office, previous subscription to such Board’s Term of
Consent is required, as provided in the Novo Mercado Listing Regulation, as well as compliance with the
applicable legal requirements.
§ 2 Members of the Fiscal Board, when in exercising their positions, shall have the right to the
remuneration settled by the Ordinary General Meeting that elected them.
§ 3 The Fiscal Board resolutions shall be taken by majority of votes and entered in the appropriate book.
§ 4 The Fiscal Board members shall have rights and responsibilities according to the Bylaws in force and
to the Novo Mercado Listing Regulation.
103
Guide to Participating in Shareholder Meetings
CHAPTER VI
FISCAL YEAR AND PROFITS
Article 19 – The fiscal year shall have the term of 12 (twelve) months, coinciding with the calendar year,
ending on December 31st of each year. In the end of every fiscal year the Board of Directors shall prepare
the financial statements required by law, according to the legal rules and accounting principles, which
shall comprise the proposal for destinations of the profit of the fiscal year.
Article 20 – From the Loss and Profit Account it shall be deducted any accrued losses and the provision
for income tax before any profit sharing.
§ 1 The outstanding profit to be shared among the directors, shall be calculated according to the caput of
this Article, up to the maximum limit permitted by law, under the terms of Article 152, § 1º of the Law nº
6.404/76;
§ 2 Out of the net profit for the fiscal year obtained after the deduction mentioned in the paragraph
hereinabove:
(a)
5% (five per cent) shall be designed for the legal reserve, which shall not exceed 20%
(twenty per cent) of the stock capital; and
(b)
out of the net profit of the fiscal year, after the deduction mentioned in the paragraph
hereinabove, and the designation referred on item (a) hereof, and adjusted in the form of Article
202 of Law nº 6.404/76, 25% (twenty five per cent) shall be designed for the payment of
compulsory dividend to all the stockholders.
§ 3 After complying with the distribution under the terms of the previous paragraph, the balance shall
have the destination approved by the General Meeting, after the opinion of the Board of Directors and
taking into consideration the legal provisions and the Bylaws applicable.
Article 21 - The non claimed dividends within the term of 3 (three) years, counted from the resolution of
the act that authorized its distribution, shall be allotted to the Company.
Article 22 - The Company may have semiannual or quarterly balance sheets. The Board of Directors may
resolve on the distribution of dividends to be debited from the profit account found in those balance
sheets. The Board of Directors may also state quarterly dividends to be debited from the accrued profit
account or from the reserves of profits existing in those balance sheets or in the last annual balance sheet.
§ 1 The Board of Directors may pay or credit interests over the equity capital, ad referendum of the
Annual Ordinary Meeting that appraises the financial statements relative to the fiscal year in which such
interests were paid or credited.
§ 2 The semiannual or quarterly dividends and the interests over the equity capital shall always be applied
to the compulsory dividend.
CHAPTER VII
COMPANY ASSIGNMENT OF THE STOCK MAJORITY
Article 23 – The assignment of the majority of company stocks, either by means of a sole operation, or
by means of successive operations, shall be made under suspensive or resolutory condition, and the
acquirer of the majority of stocks Acquirer shall effect the acquisition, under the terms and conditions
104
Guide to Participating in Shareholder Meetings
provided by the law in force and by the Novo Mercado Listing Regulation, as a public offer for the
acquisitions of the ordinary stocks of all the other stockholders, so as to ensure them the same treatment
than that provided to the Assignor stockholder.
Article 24 – The public tender offer under the terms of Article 23 hereinabove shall also be effected:
(a) in case of an onerous assignment of subscription rights of stocks and other bonds or rights in respect
of listed security convertible into stocks which shall result in the Company assignment of the stock
majority; and
(b) in case of an onerous assignment of the stock majority in which the assignee becomes the Company
holder, where the Assignor of the stock majority shall undertake to state to BOVESPA BM&FBOVESPA
the Company assignment value as well as enclose documents that prove such value.
Single Paragraph The following terms definitions shall be employed for the purposes of the provisions
hereof:
(i)
(i)
“Acquirer and Stockholder” any person (including, for example, any individual or legal
entity, investment fund, joint owned property, portfolio, universality of rights, or any other
type of entity, resident, domiciled or headquartered in Brazil or abroad), or a group of people
bound by a voting agreement with the Acquirer and Stockholder and/or that acts representing
the same interests of the Acquirer and Stockholder, that may subscribe and or acquire stocks
from the Company. Among the examples of a person acting on behalf of the Acquirer and
Stockholder’s interest are: any person (i) that is directly hold or managed by such Acquirer
and Stockholder (ii) that holds or manages, in any form, the Acquirer and Stockholder, (iii)
that is that is directly hold or managed by any person that holds or manages, directly or
indirectly, such Acquirer and Stockholder, (iv) in which the Holder of such Acquirer and
Stockholder have, directly or indirectly, an interest equal or higher than 30% (thirty per
cent) of the stock capital, (v) in which such Acquirer and Stockholder have, directly or
indirectly, an interest equal or higher than 30% (thirty per cent) of the stock capital, or (vi)
that has, directly or indirectly, an interest equal or higher than 30% (thirty per cent) of the
stock capital of Acquirer and Stockholder;
“Acquirer”any person to whom the Controlling Shareholders transfers the Holding Stocks in
the Assignment of stock majority;
(ii)
“Holder and Stockholder” the stockholder, or stockholder´s group bound by a stockholder´s
agreement or under common holding Stockholder´s Group, that exercise the Holding
Authority of the Company;
(iii)
“Assignor - Stockholder” the Assignor - Holder, when this promotes the assignment of ;
(iv)
“Circulating Stocks ” all the stocks issued by the Company, except the ones hold by the
Stock holder of the Holding Stockholder, by persons bound to him/it, by members of the
Board of Directors and the Company Directors and those in the treasury;
(v)
“Holding Stocks” the amount of stocks that ensures, directly or indirectly, its stockholders,
the individual or shared Holding Authority of the Company;
(vi)
“Assignment of the stock majority” the onerous assignment to a third party, of the Stock
Majority;
(vii)
“Acquirer” to whom the Assignor - Stockholder assigns the Holding Authority in a
Company Assignment of the stock majority; and
105
Guide to Participating in Shareholder Meetings
(vii)
“Holding Stockholders” group of people (i) bound by contracts or voting agreements of any
kind, whether directly or through subsidiaries, parent company or under common control; or
(ii) under common control; and
(viii)
“Holding Authority” means the authority effectively used to manage the company´s
activities and guide the operations of the Company bodies, in a direct or indirect manner, of
fact or of right, regardless of the interest held. it It is relatively presumed that the authority
holder refers to the person or group of people bound by a stockholders agreement or under
the common holding (“Holding Group”)Stockholders that is a holder of the stocks which
gave the majority of votes of the stockholders present in the last three ordinary general
meetings of the Company, even if it is not the holder of the stocks that give the majority of
the votes of the stockholders.
Article 25 – The stockholder that already hold stocks in the Company and becomes the major stockholder
by a stock purchase agreement entered into between the stockholder and the Holding Stockholder of any
amount of stocks shall: Whoever acquires control through a private stock acquisition instrument entered
into with the Controlling Shareholder, involving any number of shares, is obliged to:
(a)
effect the public tender offer referred to in Article 23 hereof; and
(b) reimburse the stockholders from whom it acquired the listed securities 6 (six) months prior to the
Assignment of the stock majority, to whom shall be paid the difference between the price paid to
Assignor - Stockholder and the amount paid in listed securities of the Company in this term, duly
updatedpay, under the terms provided below, the difference between the price of the public offer and
the amount paid per share acquired on the stock market in the six (6) months prior to the date of
acquisition of control, duly restated until the payment date. Said amount will be distributed by the
BM&FBOVESPA, under the terms of its regulations, to all shareholders who sold Company shares
in trading sessions in which they were acquired by the Acquirer, in proportion to the daily net sale
balance of each shareholder.
Article 26 – During the term of the stockholders´ agreement in the Novo Mercado, tThe Company shall
not record (i) any stocks assignment to the Acquirer, nor to those(s) that shall hold the Holding Authority
while they have not subscribed the Holders´ Term of Consent referred to in the Novo Mercado Listing
Regulation; nor (ii) any Stockholder´s Agreement providing about the exercise of Holding Authority
without the subscription of the signatories on the Holders´ Term of Consent, referred to in the Novo
Mercado Regulation.
CHAPTER VIII
CANCELLATION OF THE REGISTRATION OF OPEN COMPANY
Article 27 – Without prejudice of the legal provisions and regulations, the cancellation of the registration
of Open Company shall be made prior to the public tender offer of stocks purchase to be effected by
Holder and Stockholder or by the Company, having as the minimum price, the economic value calculated
according to the valuation report, under the terms of Article 28 hereof.
Article 28 - The valuation report shall be prepared by a specialist company of acknowledged experience
and independent from the decision power of the Company, its Board of Directors and/or Holder and
Stockholder, shall comply with the provisions of §1º of Article 8 of the Law nº 6.404/76, and comprise
the liability provided in §6 thereof.
§ 1The choice of the specialized company responsible for defining the economic value of the Company
shall be made by the Ordinary General Meeting, through the submission of a triple list by the Board of
106
Guide to Participating in Shareholder Meetings
Directors, and the respective resolution, discounting the withheld votes, should be taken by the majority
of votes of the holders of Circulating Stocks attending that meeting which, if installed in the first call,
shall have the quorum of the stockholder´s, holding at least 20% (twenty per cent) of the total Circulating
Stocks, or that if installed in the second call, may have any number of holders holding Circulating
Stocks.
§ 2 The costs of valuation report shall be fully born by the tender offeror.
Article 29 – When the market is informed of the decision for the cancellation of the commercial
registration of the open Company, the tender offeror shall divulge the maximum value per stock or per lot
of one thousand stocks by which the public tender shall be offered.
§ 1 The public tender offer shall be subjected to a calculated value equal or lower than that reported in the
valuation report by the tender offeror.
§ 2 If the economic value of the stocks calculated under the terms of Article 28 is higher than the value
informed by the tender offeror, then decision for the cancellation of the commercial registration of the
Open Company shall be automatically revoked, except if the tender offeror expressly agree to make a
public tender offer for the economic value calculated. In this case, the tender offeror shall disclose to the
market the decision taken.
§ 3 The procedure for the cancellation of the commercial registration of the Open Company shall meet the
legal requirements of the norms applicable to the Open Companies and the terms of the Novo Mercado
Listing Regulation;
CHAPTER IX
WITHDRAWAL FROM THE NOVO MERCADO
Article 30 – The Company´s withdrawal from the Novo Mercado shall be approved at the ordinary
general meeting by the stockholders´ majority of votes attending and notified to BOVESPA
BM&FBOVESPA in writing 30 (thirty days) days prior to the meeting.
§ 1 For the Company stocks to be registered and, then negotiated out of the Novo Mercado, the Holder
and Stockholder shall effect the public tender offer for the purchase of stocks of all other Stockholders of
the Company, at least, for the economic value calculated in the valuation report prepared under the terms
of Article 28 hereof.
§ 2 In the event the Company´s withdrawal from the Novo Mercado is caused by the Company´s
restructuring, and the securities of the company resulting thereof is not are not approved for trading in the
Novo Mercado within one hundred and twenty (120) days as of the Shareholders’ Meeting that approved
said operation, the Holder and Stockholder shall effect the public tender offer for the purchase of stocks
of all other Stockholders of the Company, at least, for the economic value calculated in the valuation
report prepared under the terms of Article 28 hereof and the legal requirements and the norms applicable.
Article 31 – In the absence of a Controlling Shareholder, should the Company resolve to withdraw from
the Novo Mercado so that its shares can be registered for trading elsewhere, or in view of a corporate
restructuring in which the resulting company does not have securities admitted for trading in the Novo
Mercado within one hundred and twenty (120) days as of the date of the Shareholders’ Meeting that
approved said operation, withdrawal from the Novo Mercado will be subject to a public offer for the
acquisition of shares under the same conditions provided for in article 27.
§ 1 Said shareholders’ meeting shall establish those responsible for conducting the public offer for the
acquisition of shares, who must expressly assume in the meeting their obligation to conduct the offering.
107
Guide to Participating in Shareholder Meetings
§ 2 In the absence of those responsible for conducting the public offer for the acquisition of shares and in
case of a corporate restructuring in which the resulting company does not have securities admitted for
trading in the Novo Mercado, the shareholders who voted in favor of the corporate restructuring shall
conduct the offer.
Article 3132 – The Company assignment of the stock majority that is effected within the 12 (twelve)
subsequent months of its withdrawal of the Novo Mercado, shall hold the Assignor - Stockholder, joint
and severally liable with the AcquirerPurchaser, to offer to all other stockholders to purchase their stocks
for the price and in the conditions negotiated by the Assignor - Stockholder in the assignment of their
own stocks, duly updated, according to the same applicable rules to the stockholder´s assignment
provisioned in Chapter VII hereof.
§ 1 If the price negotiated by the Assignor - Stockholder in the assignment referred to in the caput of this
Article is higher than the value of the withdrawal public tender offer effected according to all other
provisions hereof, the Assignor - Stockholder hold the Assignor - Stockholder, joint and severally liable
with the AcquirerPurchaser, to pay the difference of value calculated to those accepting the respective
public tender offer, in the same conditions provisioned in the caput hereof.
§ 2 In case of assignment of the stocks hold by the Holder and Stockholder, the Company and the Holder
and Stockholder undertake to record in the Company Stock Certificate Book, an encumbrance that obliges
the Acquirer Purchaser thereof to grant to the other stockholders of the Company, the price and payment
conditions identical to the ones paid to the Assignor - Stockholder, in the same conditions provisioned in
the caput of paragraph 1 hereof.
Article 33 – The Company’s withdrawal from the Novo Mercado due to non-compliance with the Novo
Mercado Regulations is subject to the holding of a public offer for the acquisition of shares for at least the
economic value of the shares, to be calculated through an appraisal report provided for in Article 28 of
these Bylaws, pursuant to the prevailing rules and legislation.
§ 1 The Controlling Shareholder is responsible for conducting the public offer for the acquisition of
shares provided for in the caput of this article.
§ 2 In the absence of a Controlling Shareholder and should withdrawal from the Novo Mercado referred
to in the caput result from a decision by a Shareholders’ Meeting, the public offer for the acquisition of
shares envisaged in the caput of this article shall be conducted by the shareholders who voted in favor of
the resolution that resulted in said non-compliance.
§ 3 In the absence of a Controlling Shareholder and should withdrawal from the Novo Mercado referred
to in the caput of this article result from a Management act or fact, Management shall call a Shareholders’
Meeting to decide on how to resolve said non-compliance with the obligations of the Novo Mercado
Regulations or on withdrawal from the Novo Mercado, as the case may be.
§ 4 Should the Shareholders’ Meeting referred to in the previous paragraph resolve on the Company’s
withdrawal from the Novo Mercado, the Meeting shall establish those responsible for conducting the
public offer for the acquisition of shares envisaged in the caput of this article, who must be present at the
meeting and expressly assume the obligation.
CHAPTER X
PROTECTION AGAINST DISPERSION OF COMPANY STOCK
Article 3234 – Any Acquirer and Stockholder that purchases or becomes a holder of stocks issued by the
Company in an amount equal or higher than 10% (ten per cent) of the total stocks issued by Company,
108
Guide to Participating in Shareholder Meetings
excluding for the purpose of calculation, the treasure stocks, should, within the term of 30 (thirty) days,
counted as of the purchase date or of the fact which caused the holding of stocks in an amount equal or
higher than 10% (ten per cent) of the total stocks issued by Company, should make or cause to be made
the registration of public tender for the purchase of stocks (hereinafter referred to as “OPA”) for the
purchase of all the stocks issued by the Company, according to the applicable regulation of CVM
(Securities and Exchange Commission of Brazil), the regulations of BM&FBOVESPA BOVESPA and
the terms of Chapter X hereof.
§ 1Any Acquirer and Stockholder that purchases or becomes a holder of other interests, including those
resulting from usufruct or trust, over the stocks issued by the Company, in an amount equal or higher than
10% (ten per cent) out of the total stocks issued by the Company, shall be equally liable, within 30 (thirty)
days counted as of the purchase date of the fact that resulted in the holding of such rights to stocks in an
amount equal or higher than 10% (ten per cent) out of the total stocks issued by the Company, should
make or cause to be made the registration of public tender for the purchase of stocks - OPA, according to
the case, under the terms described hereof.
§ 2The price to be offered for the stocks issued by the Company, object of an OPA (hereinafter referred to
as “OPA Price”) shall not be lower than the highest value between (i) the economic value calculated
through the valuation reports, under the terms of the Paragraphs 3 and 4 hereof; (ii) the equity value stated
in the last audited balance sheet of the Company; and (iii) the highest unit quotation of the stocks issued
by the Company during the term of 24 (twenty four) months prior to the registration of public tender for
the purchase of stocks - OPA in the stock exchange where there is the highest volume of stock
negotiations issued by the Company.
§ 3The valuation reports referred to in Paragraph 2 above shall be prepared by 2 (two) first line financial
institutions of immaculate reputation and notorious knowledge of the activity sector of the Company; one
chosen by the Company and another by the Acquirer and Stockholder, selected among the major
institutions operating in Brazil at the time and that perform customer assistance in company mergers and
acquisitions. The costs of 02 (two) valuation reports shall be borne by the Company and by the Acquirer
and Stockholder, respectively.
§ 4 In case a difference of value is found between the 2 (two) reports aforementioned, the OPA Price shall
take into consideration the highest value of the 2 (two) reports.
§ 5 The OPA shall comply strictly with the following principles and procedures, and if applicable, with
others expressly provided by Article 4 of the CVM Normative Instruction CVM n.º 361, of March 5,
2002 (hereinafter referred to as “CVM Instruction nº 361”):
(i)
(ii)
(iii)
(iv)
(v)
be addressed indistinctly to all the stockholders of the Company;
be effected in an auction to be held at BM&FBOVESPABOVESPA;
be effected in such a manner as to ensure equal treatment to the receivers, allowing for proper
information of the Company and to the tender offeror, and provide them with the necessary
elements for a thoughtful decision taking and independent regarding the acceptance of OPA;
be inalterable and irrevocable after being published in the final tender protocol, under the terms
of CVM Instruction n.º 361, except for the provisions in paragraph 4 above; and
be launched for the price defined according to the provisions in this article and paid cash, in the
national currency, against the purchasing in OPA of stocks issued by the Company.
§ 6 In case the regulation of CVM applicable to OPA under this article defines an specific calculation
criteria for the settlement of the purchase price of each stock of the Company in OPA subject to Article
4-A of Law nº 6.404/76, that results in purchase price higher than that defined under the terms hereof, it
shall prevail in the execution of OPA provisioned herein, that purchase price calculated according to the
terms of CVM regulation.
109
Guide to Participating in Shareholder Meetings
§ 7 The execution of OPA mentioned in the caput hereof shall not exclude the possibility of another
stockholder of the Company, or, if that is the case, the Company itself shall, effect a competitor OPA,
under the terms of the applicable regulation.
§ 8The Acquirer and Stockholder shall be obliged to comply with eventual requests or CVM
requirements regarding OPA, within the terms prescribed in the applicable regulation.
§ 9 In that case that the Acquirer and Stockholder does not comply with the obligations hereof, including
what concerns the fulfillment of terms (i) for effecting or requesting the registration of OPA, or (ii) for the
compliance of occasional requests or requirements of CVM, the Board of Administration of the Company
shall call an Extraordinary General Meeting, in which the Acquirer and Stockholder cannot vote, to
resolve on the suspension of the rights exercise of the , according to the terms of Article 120 of Law nº
6.404/76, without prejudice of the liability of the Acquirer and Stockholder for losses and damages
caused to all other stockholders by virtue of the non-compliance with the obligations provided by this
article.
§ 10 The obligations of Article 254-A of Law nº 6.404/76, and Chapter VII hereof do not
Acquirer and Stockholder from complying with the obligations hereof.
exempt the
§ 11 The terms provided hereof do not apply in the case of a person becoming the holder of stocks issued
by the Company in an amount higher than 10% (ten per cent) of the total stocks issued by Company, by
virtue of the subscription of the Company stocks, done in one sole primary issue, that has been approved
in an Ordinary General Meeting, called by its Board of Directors, and which proposal for the capital
increase has been defined by the price settlement of the stock issue based on the economic value obtained
from a Company valuation report made by an specialized institution that meets the requirements provided
in Paragraph 3 hereof.
§ 12 For calculation purposes of 10% (ten per cent) of the total stock issued by the Company described in
the caput hereof, the involuntary additions of stock holders interests resulting from the cancellation of
treasury stocks, redemption of stocks or reduction of stock capital of the Company with the cancellation
of stocks shall not be considered.
§ 13 The terms hereof do not apply to the stockholders that, on the publishing date of the first call for the
public tender offer for the distribution of Company stocks (hereinafter referred to as “Date of First Public
Tender Offer”), are holders of 10% (ten per cent) or more of the total stock capital issued by the
Company, and their successors (hereinafter referred to as the “Original Stockholder(s))”. The terms
neither apply to the holders and stockholders of the Company, nor to the partners of the Holder and
Stockholders referred to, that shall succeed them having direct interest in the Company as a result of the
company´s restructuring. Once the respective percentage of the Company stocks is exceeded by an
Original Stockholder, the respective stock percentage of the Company higher than that hold on the First
Date of Public Tender Offer, the terms of this article and the paragraphs hereof shall be fully applied to
the Original Stockholder.
§ 14 The terms of this article do not apply to the stockholders or to the people that become holders of
stocks issued by the Company in an amount higher than 10% (ten per cent) of the total stock capital
issued as a result of (i) legal succession; (ii) the organization of another company by the Company; (iii) or
the incorporation of stocks from another company by the Company.
§ 15 The amendment to the Articles of Incorporation which limits and or/restricts the right of the
stockholders to register of OPA provided in this article or its exclusion hereof shall oblige the
stockholder(s) that had voted for such amendment or exclusion in the resolution made at the Ordinary
General Meeting to register the OPA Under the terms herein.
§ 16 Notwithstanding the terms of Article 32 hereof, the provisions of the Novo Mercado Listing
Regulation shall prevail in that cases of prejudice to the rights of the receivers of the tender offers
110
Guide to Participating in Shareholder Meetings
mentioned thereof The Novo Mercado Regulations shall prevail over the statutory provisions in case of
any prejudice to the rights of the addressees of the public offers provided for in these Bylaws.
CHAPTER XI
RIGHT TO RECESS
Article 3335 – The right to recess to be paid by the Company, in the cases provided by Law, shall be the
economic value of the Company, calculated according to the valuation report prepared under the terms of
the law, divided by the total number of stocks.
CHAPTER XII
ARBITRATION
Article 3436 – The Company, its stockholders, officers and members of the Fiscal Board agree to solve
any and all disputes or controversies that may arise out of or connected with the application, validity,
effectiveness, interpretation or a breach and its effects, of the provisions provided by the Law nº 6,404/76,
by these Articles of Incorporation, by the standards issued by the National Monetary Commission, by the
Central Bank of Brazil and by the Securities and Exchange Commission of Brazil, as well as in the other
standards applicable to the stock market in general, besides those reported in the Novo Mercado Listing
Regulation and the Sanctions Regulation, with respect to the Novo Mercado Stock Agreement, and to the
Arbitration Regulation of the Market Arbitration Chamber.
CHAPTER XIII
LIQUIDATION
Article 3537 – The Company shall liquidate in the cases provided by law, or by a resolution of the
Extraordinary General Meeting, which shall define the type of liquidation, elect the liquidator and, if
necessary, install the Fiscal Board for the liquidation term, electing its members and defining their
respective remunerations.
*
*
*
*
*
111