POSITIVO INFORMÁTICA S.A. Publicly-Held Company Corporate Taxpayer s ID (CNPJ/MF): / Company Registry ID (NIRE):

Transcription

1 POSITIVO INFORMÁTICA S.A. Publicly-Held Company Corporate Taxpayer s ID (CNPJ/MF): / Company Registry ID (NIRE): MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS MEETING HELD ON APRIL 30, 2012 DATE, TIME AND VENUE: on April 30, 2012, at 9:00 a.m., at the Company s headquarters, at Rua Senador Accioly Filho, 1021, Cidade Industrial de Curitiba, in the city of Curitiba, in the state of Paraná. PRIOR PUBLICATION: Pursuant to Paragraph 1 of Article 124 of Law 6404 of December 15, 1976 ( Brazilian Corporation Law ), call notices were published in Brasil Econômico (on pages 35, 23 and 23) and Metrópole (on pages 14, 14 and 16) newspapers and in the Diário Oficial do Estado do Paraná (on pages 29, 36 and 53) on April 11, 12 and 13, The Management Report, Balance Sheet, Financial Statements and Independent Auditors Report, all relating to the fiscal year ended December 31, 2011, were published in Brasil Econômico (on pages 15 to 23) and Metrópole (on pages 19 to 23) newspapers on March 20, 2012 and in the Diário Oficial do Estado do Paraná (on pages 62 to 74) on March 21, Positivo Informática disclosed the documents required by CVM Instruction 481/2009 on the websites of the Securities and Exchange Commission (CVM) and the BM&FBOVESPA - Securities, Commodities and Futures Exchange, as well as on the Company s investor relations website. ATTENDANCE: (i) shareholders representing more than 2/3 of the Company s total voting and capital stock, as per the signatures in the Company s Shareholders Attendance Book; (ii) Hélio Bruck Rotenberg and Ricardo Fernandes Pereira, representing the Company s Management; and (iii) Fernando de Souza Leite, representing the Company's independent auditors Deloitte Touche Tohmatsu. PRESIDING BOARD: The Meeting was chaired by Hélio Bruck Rotenberg, who was elected by a majority vote. Daniella Maria Neves Reali Fragoso was invited to act as Secretary. READING OF DOCUMENTS: The reading of the documents related to the Agenda for this Annual and Extraordinary Shareholders Meeting was waived by a unanimous vote since the Company s shareholders were familiar with said documents.

2 MINUTES IN SUMMARY FORMAT: The drawing up of these minutes in summary format was authorized by a unanimous vote, as was their publication without signatures, as per paragraphs 1 and 2 of Article 130 of Brazilian Corporation Law. RECEIVING OF VOTES: Any votes, statements and dissenting opinions eventually presented will be numbered, received and certified by the Presiding Board and filed at the Company s headquarters, pursuant to Paragraph 1 of Article 130 of Law 6404/76. AGENDA: At the Annual Shareholders Meeting: To resolve on the (i) approval of Management's accounts and Financial Statements for the fiscal year ended December 31, 2011; (ii) proposal for the overall compensation of the Company s Management for fiscal year 2012; and (iii) proposal for the reelection of the members of the Board of Directors. At the Extraordinary Shareholders Meeting: To resolve on the (i) proposal for adjusting the Company s Bylaws to the BM&FBOVESPA s Novo Mercado Listing Regulations; (ii) proposal for amending the caput of Article 15 of the Company s Bylaws to reflect the change of the name of the position from Executive Officer for Outsourced Productions to Institutional Relations Officer; and (iii) consolidation of the Company s Bylaws to reflect the amendments suggested in items i and ii above, if approved by the shareholders. RESOLUTIONS: The following resolutions were taken by those shareholders present, with the abstention of those legally impeded from voting and those explicitly indicated, as applicable: At the Annual Shareholders Meeting: (i) (ii) (iii) Approval, by a unanimous vote, without qualifications, with the legal abstentions, of Management s accounts and the Financial Statements, without qualifications, for the fiscal year ended December 31, 2011, in which a loss was recorded, fully absorbed by reserves: Establishment, by a unanimous vote, of Management s overall annual compensation at up to eleven million, five hundred thousand reais (R$11,500,000.00) for fiscal year 2012; Re-election, by a unanimous vote, to the Company s Board of Directors, for a one-year term of office, of Oriovisto Guimarães, Brazilian, divorced, businessman, bearer of identification document (RG) number (SSP/PR), inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Curitiba, in the state of

3 Paraná, with office at Avenida Cândido Hartmann, nº 1400, Bairro Bigorrilho, CEP , as Chairman of the Board of Directors; and Hélio Bruck Rotenberg, Brazilian, married, businessman, bearer of identification document (RG) number (SSP/PR), inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Curitiba, in the state of Paraná, with office at Rua Senador Accioly Filho, nº 1021, Bairro Cidade Industrial de Curitiba, CEP ; Ruben Tadeu Coninck Formiguieri, Brazilian, married, businessman, bearer of identification document (RG) number (SSP/PR), inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Curitiba, in the state of Paraná, with office at Avenida Nossa Senhora Aparecida, nº 174, Bairro Seminário, CEP ; Fernando Soares Mitri, Brazilian, married, engineer, bearer of identification document (RG) number (SSP/PR), inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Curitiba, in the state of Paraná, with office at Rua Luiza Mazetto Baggio, nº 120, apto. 2001, Bairro Mossunguê, CEP ; Álvaro Augusto do Amaral, Brazilian, married, businessman, bearer of identification document (RG) number (SSP/PR), inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Curitiba, in the state of Paraná, with office at Avenida Cândido Hartmann, nº 1400, Bairro Bigorrilho, CEP ; and Samuel Ferrari Lago, Brazilian, married, business administrator, bearer of identification document (RG) number (SSP/PR), inscribed in the roll of individual taxpayers (CPF/MF) under number , resident and domiciled in the city of Curitiba, in the state of Paraná, with office at Avenida Nossa Senhora Aparecida, nº 174, Bairro Seminário, CEP , as members of the Board of Directors. Fernando Soares Mitri is an independent member, in compliance with the 20% minimum percentage requirement in the BM&FBOVESPA s Novo Mercado Listing Regulations. The Board members will take office upon signature of the respective Instruments of Investiture in the Book of Minutes of Board of Directors Meetings. The shareholders declared that they have been informed by the hereby elected Board members that they are qualified to sign the statement referred to in CVM Instruction 367 of May 29, The investiture of the members of the Board of Directors is subject to their signature of the Term of Consent referred to in the BM&FBOVESPA s Novo Mercado Listing Regulations. At the Extraordinary Shareholders Meeting: (i) Approval, without qualifications, by a unanimous vote, of the adjustment of the Company s Bylaws to the BM&FBOVESPA s Novo Mercado Listing Regulations, as per the wording in the Management Proposal, including the necessary adjustments.

4 (ii) Approval, without qualifications, by a unanimous vote, of the amendment of the caput of Article 15 of the Company's Bylaws to change the name of the position from Executive Officer for Outsourced Productions to Institutional Relations Officer. (iii) Approval of the consolidation of the Company s Bylaws, by a unanimous vote, in view of the approval of the above amendments. The Bylaws will henceforth be worded as per Exhibit I of these minutes. FILING OF DOCUMENTS: All the documents referred to herein, duly initialed by the Meeting s Chairman and Secretary and subsequently attached to these minutes, will be filed at the Company s headquarters. CLOSURE: There being no further business to discuss, the meeting was adjourned and these minutes were drawn up, read, approved and signed by all attending shareholders. SIGNATURES: Presiding Board: Hélio Bruck Rotenberg Chairman Daniella Maria Neves Reali Fragoso Secretary Shareholders in attendance: Hélio Bruck Rotenberg Ruben Tadeu Coninck Formighieri Cixares Libero Vargas Lucas Raduy Guimarães Sofia Guimarães Von Ridder Giem Raduy Guimarães Samuel Ferrari Lago Paulo Fernando Ferrari Lago Thaís Susana Ferrari Lago by proxy Eduardo Gumiero Valladares

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