LOJAS RENNER S.A. CNPJ/MF nº / NIRE A Publicly Company with Authorized Capital

Transcription

1 LOJAS RENNER S.A. CNPJ/MF nº / NIRE A Publicly Company with Authorized Capital MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS HELD ON APRIL DATE, TIME AND PLACE: April at 11 a.m. at the registered offices of Lojas Renner S.A. ( Company or Lojas Renner ) located at Avenida Joaquim Porto Villanova, 401, Jardim Carvalho, in the city of Porto Alegre, in the state of Rio Grande do Sul. 2. CONVENING/PUBLICATION: (1) Convening notice published in the newspapers Diário Oficial do Estado do Rio Grande do Sul and Jornal do Comércio (Porto Alegre), on March 9, 10 and ; (2) The Management Report, Financial Statements and the Opinion of the Independent Auditors and the Fiscal Council for fiscal year ending December were published in the Jornal do Comércio (Porto Alegre) and Diário Oficial do Estado do Rio Grande do Sul and reduced in a publication Valor Econômico, all on February ; and (3) Manual for Shareholders Participation submitted to CVM (Brazilian Securities and Exchange Commission)/BM&FBovespa via the IPE (Periodical and Eventual Information) System on March ATTENDANCE: Shareholders representing 54.83% (54.83 percent) of the capital stock pursuant to the signatures in the Shareholders Attendance Register. Also present were: (i) The Board of Directors of the Company, (ii) Messrs. José Galló and Laurence Beltrão Gomes, Executive Officers of the Company; (iii) Mr. Francisco Sérgio Quintana da Rosa, chairman of the Company s Fiscal Council and (iv) Mr. Carlos Biedermann, representative of PriceWaterhouseCoopers Auditores Independentes, the Company s independent auditors. 4. AGENDA: (a) examine, discuss and vote on the management statements and financial statements for the fiscal year ending December ; (b) examine, discuss and vote the proposal for the allocation of net income for the fiscal year and the distribution of dividends; (c) examine, discuss and vote on the proposed capital increase with the incorporation of part of the profit reserves pursuant to paragraph "c" of Article 34 of the Bylaws; (d) determinate the number of members of the Board of Directors; (e) elect the members of the Board of Directors; (f) establish the amount of compensation of the members of Management; (g) determinate the number of members of the Fiscal Council; (h) elect the members of the Fiscal Council; and (i) establish the amount of compensation of the members of the Fiscal Council. 5. CHAIR: Mr. Osvaldo Burgos Schirmer Chairman; Mr. Mauro Guizeline Secretary. 5.1 PRELIMINARY CLARIFICATIONS: Initially, the Chairman reminded all attendees pursuant to Paragraph 5 of Article 6 of the Company s Bylaws, that any shareholders, whether an individual or a corporate legal entity, through their own funds and/or those of their clients, holding stakes of more than 5% of the total capital stock of Lojas Renner, must notify this fact to the Company in order to enable it to comply with the prevailing legislation. Once this percentage is reached, the acquisition of shares which, added to those already held, correspond to more than 1% of the Company s capital stock or multiples of this percentage, shall also be notified to Lojas Renner. 5.2 READING OF DOCUMENTS, RECEIPT OF VOTES AND DRAFTING OF THE MINUTES: (1) waived, unanimously, the reading of the documents related to the matters to be deliberated by this General Meeting, since the shareholders are fully cognizant of them. (2) the statements of voting, protest and dissent, if any, shall be numbered, received and initialed by the Chair and shall be filed at the Company s registered offices, pursuant to the provision in Paragraph 1 of Article 130 of Law 6.404/76. (3) authorized the drafting of these minutes in summarized format and their publication omitting the signatures of all the shareholders pursuant to the paragraphs 1 and 2 of Article 130 of Law 6.404/76. 1

2 6. RESOLUTIONS: Upon review and discussion of the matters on the Agenda, the Shareholders resolved: (a) To approve on unanimous votes cast with the abstention of those legally impeded from doing so, the management accounts, the Management Report and the Financial Statements of the Company with respect to fiscal year ending December and audited by PriceWaterhouseCoopers Auditores Independentes; (b) To approve on unanimous votes cast, pursuant to management s proposal, the allocation of the net income for fiscal year 2014 and the allocation of dividends as follows: Dividends: R$ million, Legal Reserve: R$ 23.5 million and Reserve for Investments and Expansion: R$ million. It is important to highlight that of the amount in dividends to be distributed to the Shareholders, shall be deducted the value of R$ 72.1 million, already credited out in the form of Interest on Equity, pursuant to the minutes of the Meeting of the Board of Directors of March 18, June 17, September 17 and December ; (c) approve, by unanimous vote, that 50% of the balance of the Reserve for Investment and Expansion be incorporated into the capital, with the increase in the capital stock of R$ million, becoming the capital of the Company in R$ 1,105,160, (one billion, a hundred and five million, a hundred and sixty thousand, three houndred and one and seventy two cents), divided into 127,394,565 (one hundred twenty-seven million, three hundred ninth-four thousand, five hundred sixty five) common shares, all nominative, book entry and with no par value; (d) approve, on unanimous votes cast, that 8 (eight) members sit on the Board of Directors. (e) to make up the members of the Company s Board of Directors, the slate of 8 (eight) members nominated by the current Board of Directors was elected by majority of votes cast, pursuant to Paragraph 7 of Article 16 of the Bylaws, previously registered with the Company, being reelected to the seats on the Board of Directors, Messrs. Osvaldo Burgos Schirmer, Brazilian, divorced, business administrator, bearer of ID number , SJS-RS, registered in the tax register (CPF/MF) under number domiciled in the city of Porto Alegre, state of Rio Grande do Sul at Av. Carlos Gomes 1492/1209, Auxiliadora; Claudio Thomaz Lobo Sonder, Brazilian, married, chemical engineer and economist, bearer of ID number SSP/SP, registered in the tax register (CPF/MF) under number , domiciled in the city and state of São Paulo at Rua Diogo Moreira, 132, suite 1005; José Galló, Brazilian, married, business administrator, bearer of ID number SSP/RS, registered in the tax register (CPF/MF) under number , domiciled in the city of Porto Alegre, state of Rio Grande do Sul at Avenida Joaquim Porto Villanova, 401, 7 th floor, Jardim Carvalho; José Carlos Hruby, Brazilian, married, accountant, bearer of ID number SJS-RS, registered in the tax register (CPF/MF) under number domiciled in the city of Porto Alegre, state of Rio Grande do Sul at Rua Coronel Camisão, 245/1401, Higienópolis; Fábio de Barros Pinheiro, Brazilian, Married, engineer, bearer of ID number SSP/DF, registered in the tax register (CPF/MF) under number , domiciled in the city of e de Cotia, State of São Paulo at Rua Adib Auada, 35, suite 311-C, Jardim Lambreta; Ms. Flavia Buarque de Almeida, Brazilian, married, business administrator, bearer of ID number SSP/SP, registered in the tax register (CPF/MF) under number , domiciled in the city and state of São Paulo at Praça Santos Coimbra, 222. And elected Messrs. Alessandro Giuseppe Carlucci, Brazilian, married, business administrator, bearer of ID number SSP/SP, registered in the tax register (CPF/MF) under number , domiciled in the city of New York, United States of America, 225 Fifth Ave., and Carlos Fernando Couto de Oliveira Souto, Brazilian, married, lawyer, bearer of ID number SSP/RS, registered in the tax register (CPF/MF) under number , domiciled in the city of Porto Alegre, State of Rio Grande do Sul, at Av. Carlos Gomes, 700, 13th floor. All the members of the Board of Directors hereby elected shall have a term of office until the Annual General Meeting of The members of the Board of Directors hereby elected shall declare, pursuant to Paragraph 1 of the Article 147 of Law 6,404/76, that they are not actionable under any of the crimes prescribed in law that would prevent them from exercising commercial activities, and shall sign declarations in this context and pursuant to Article 2 of CVM Instruction 367/02, in Article 157 of Law 6,404/76 and in Article 11 of CVM Instruction 358/02, being vested in their positions through the signature of the respective terms of office in the Register of the Minutes of Meetings of the Board of Directors in the form and for the period pursuant to Article 149, Paragraph 1 of Law 6.404/76. In compliance with the provision in item of the Novo Mercado Listing Regulations, it is hereby registered that the following directors, as previously qualified, are independent: Osvaldo Burgos Schirmer, Claudio Thomaz Lobo Sonder, José Carlos Hruby, Fábio de Barros Pinheiro, Flavia Buarque de Almeida, Alessandro Giuseppe Carlucci and Carlos Fernando Couto de Oliveira Souto; (f) The shareholders approved, by majority of votes cast the aggregate annual compensation of the Company s management for fiscal year 2015 totaling up to R$ 15 million reais; (g) determinate, on unanimous votes cast, the Fiscal Council shall be composed of 3 (three) effective members and of 03 (three) alternate members in equal numbers; (h) To compose the Fiscal Council of the Company, it was approved the proposal contained in the Manual of Shareholder Participation, released by the company 2

3 for the purpose of the present AGM, by majority of votes cast with the election of 3 (three) effective members and respective alternates as follows: (i) as effective member Mr. Francisco Sergio Quintana da Rosa, Brazilian, married, agricultural engineer, domiciled in the city of Porto Alegre, state of Rio Grande do Sul at Rua Santo Inácio 139, apt. 702, Moinhos de Vento, registered in the tax register (CPF/MF) under number and bearer of ID number , SSP-RS, having as his alternate Mr. Ricardo Gus Maltz, Brazilian, married, economist, domiciled in the city of Porto Alegre, state of Rio Grande do Sul at Rua Cel. Fabrício Pilar, 560/202, registered in the tax register (CPF/MF) under number and bearer of ID number , SSP-RS; (ii) as effective member Ms. Helena Turola de Araujo Penna, Brazilian, single, economist, domiciled in the city and state of Rio de Janeiro at Rua Alberto de Campos 285/101, registered in the tax register (CPF/MF) under number and bearer of ID number Detran/RJ, having as her alternate Mr. João Luiz Borsoi, Brazilian, married, economist, domiciled in Caxias do Sul, state of Rio Grande do Sul at Rua Santos Dumont, 107, Exposição, registered in the tax register (CPF/MF) under number and bearer of ID number SSP-RS; (iii) as effective member Mr. Ricardo Zaffari Grechi, Brazilian, married, administrator, domiciled in the city of Porto Alegre, state of Rio Grande do Sul at Av. Cristóvão Colombo, nº 3000/802, Floresta, registered in the tax register (CPF/MF) under number , bearer of ID number SJS-RS, having as her alternate Mr. Roberto Frota Decourt, Brazilian, married, company business administrator, domiciled in the city of Porto Alegre, state of Rio Grande do Sul at Av. Palmeira, 725/301, Petrópolis, registered in the tax register (CPF/MF) under number , bearer of ID number SSP- SP. The fiscal councilors hereby elected shall be vested in their respective positions within the period pursuant to Article 149 of Law 6,404/76, with a term of office to run until the Annual General Meeting for The Fiscal Councilors hereby elected have stated to the Company that they do not have any legal impediment which might prevent their election and investiture in the position of fiscal councilor; (i) Was approved by on unanimous votes cast, the overall compensation of the Audit Committee for the year 2015, which is the same as practiced in 2014, corrected by INPC at 6.2%, and suitability to the market in the total amount R$ thousand. The total amount equivalent to, at a minimum of, 10% (ten percent) of that, on average, attributed to each director, excluding benefits, representational fees and profit sharing. 7. RECEIPT OF VOTES: The Secretary received the voting statements from the shareholders, these being numbered, received and authenticated and shall be filed at the Company s registered offices pursuant to Paragraph 1, Article 130 of Law 6,404/ CLOSING: There being no further item on the agenda to be discussed, the Chairman adjourned the work of the meeting for the time necessary for drafting these minutes. Upon resuming the session, the minutes were read and approved by the attendees, signed by the Chairman and by the Secretary and by the shareholders identified below. Porto Alegre, April Signatures Chair: Osvaldo Burgos Schirmer Chairman Mauro Guizeline Secretary Shareholders: 238 PLAN ASSOCIATES LLC ABERDEEN CANADA - EMERGING MARKETS FUND ABERDEEN INSTITUTIONAL COMMINGLED FUNDS, LLC ABERDEEN LATIN AMERICA EQUITY FUND, INC ABERDEEN LATIN AMERICAN EQUITY FUND, A SERIES OF ABERDEEN FUNDS ACADIAN EMERGING MARKETS SMALL CAP EQUITY FUND, LLC ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO ADVANCED SERIES TRUST - AST PRUDENTIAL GROWTH ALLOCATION PORTFOLIO ADVANCED SERIES TRUST - AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO 3

4 ADVANCED SERIES TRUST - AST T. ROWE PRICE DIVERSIFIED REAL GROWTH PORTFOLIO ADVANCED SERIES TRUST - AST T. ROWE PRICE GROWTH OPPORTUNITIES PORTFOLIO ADVISORS INNER CIRCLE FUND - ACADIAN EMERGING MARKETS PORTFOLIO ALASKA PERMANENT FUND ARIZONA PSPRS TRUST ASHMORE SICAV IN RESPECT OF ASHMORE SICAV LATIN AMERICAN EQUITY FUND AT&T UNION WELFARE BENEFIT TRUST BELLSOUTH CORPORATION RFA VEBA TRUST BIMCOR OVERSEAS POOLED FUND BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. BP PENSION FUND CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CANADIAN WORLD FUND LIMITED CF DV EMERGING MARKETS STOCK INDEX FUND CHANG HWA COMMERCIAL BANK, LTD., IN ITS CAPACITY AS M C OF NOMURA BRAZIL FUND CHURCH OF ENGLAND INVESTMENT FUND FOR PENSIONS CIBC EMERGING MARKETS FUND CIBC EMERGING MARKETS INDEX FUND CMLA EMERGING MARKETS FUND COLLEGE RETIREMENT EQUITIES FUND COMMONWEALTH SUPERANNUATION CORPORATION COMPASS AGE LLC COMPASS EMP EMERGING MARKET 500 VOLATILITY WEIGHTED FUND DESJARDINS EMERGING MARKETS FUND DEVON COUNTY COUNCIL DGIA EMERGING MARKETS EQUITY FUND L.P. DIVERSIFIED MARKETS (2010) POOLED FUND TRUST DOMINION RESOURCES, INC. MASTER TRUST DREYFUS OPPORTUNITY FUNDS - DREYFUS STRATEGIC BETA EMERG MARKETS EQUITY FUND EATON VANCE COLLECTIVE I TRUST FOR EMPLOYEE BENEFIT PLANS - E MARKETS E FUND EATON VANCE CORP. EATON VANCE TRUST COMPANY COMMON TRUST FUND - PARAMETRIC STRUCTURED EMERGING MARKETS EQUITY COMMON TRUST FUND EMERGING MARKETS EQUITY FUND EMERGING MARKETS EQUITY INDEX MASTER FUND EMERGING MARKETS EQUITY INDEX PLUS FUND EMERGING MARKETS EQUITY OPPORTUNITIES FUND EMERGING MARKETS EQUITY TRUST 4 EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B EMERGING MARKETS INDEX NON-LENDABLE FUND EMERGING MARKETS INDEX NON-LENDABLE FUND B EMERGING MARKETS PLUS SERIES OF BLACKROCK QUANTITATIVE PARTNERS, L.P. EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND EMPLOYEES RETIREMENT SYSTEM OF THE CITY MILWAUKEE EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII ENHANCED RAFI EMERGING MARKETS LP 4

5 EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS FIDELITY SALEM STREET TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND FIRST TRUST BICK INDEX FUND FIRST TRUST BRAZIL ALPHADEX FUND FIRST TRUST/ABERDEEN EMERGING OPPORTUNITY FUND FRONTIERS EMERGING MARKETS EQUITY POOL FUTURE FUND BOARD OF GUARDIANS GLOBAL X BRAZIL CONSUMER ETF GLOBAL X BRAZIL MID CAP ETF GMAM GROUP PENSION TRUST II GMAM INVESTMENT FUNDS TRUST GMI INVESTMENT TRUST GOLDMAN SACHS FUNDS II - GOLDMAN SACHS GMS E MARKETS EQUITY PORTFOLIO GOTHIC CORPORATION GOTHIC ERP, LLC GOTHIC HSP CORPORATION HALLIBURTON COMPANY EMPLOYEE BENEFIT MASTER TRUST HALLIBURTON COMPANY EMPLOYEE BENEFIT MASTER TRUST HC CAPITAL TRUST THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO HC CAPITAL TRUST THE INTERNATIONAL EQUITY PORTFOLIO IBM 401(K) PLUS PLAN ILLINOIS STATE BOARD OF INVESTMENT IMPERIAL EMERGING ECONOMIES POOL ING JPMORGAN EMERGING MARKETS EQUITY PORTFOLIO ING MULTI-MANAGER INTERNATIONAL EQUITY FUND ING T. ROWE PRICE INTERNATIONAL STOCK PORTFOLIO ISHARES II PUBLIC LIMITED COMPANY ISHARES II PUBLIC LIMITED COMPANY ISHARES III PUBLIC LIMITED COMPANY ISHARES MSCI ACWI EX U.S. ETF ISHARES MSCI BRAZIL CAPPED ETF ISHARES MSCI BRIC ETF ISHARES MSCI EMERGING MARKETS INDEX FUND ISHARES PUBLIC LIMITED COMPANY ISHARES PUBLIC LIMITED COMPANY ISHARES PUBLIC LIMITED COMPANY ISHARES V PUBLIC LIMITED COMPANY ISHARES VII PUBLIC LIMITED COMPANY JAPAN TRUSTEE SERVICES BANK, LTD. RE: CMA MFS GL EX-JAPAN GROWTH MOTHER FUND JOHN DEERE PENSION TRUST JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST B LACM EMERGING MARKETS FUND L.P. LAZARD ASSET MANAGEMENT LLC LAZARD MASTER ALTERNATIVES PORTFOLIO LEGG MASON GLOBAL FUNDS, P.L.C. LINCOLN VARIABLE INSURANCE PRODUCTS TRUST - LVIP MARSICO INTERNAT GROWTH FUND LOCKHEED MARTIN CORPORATION MASTER RETIREMENT TRUST LOS ANGELES CAPITAL GLOBAL FUNDS PLC LVIP BLACKROCK EMERGING MARKETS RPM FUND MACKENZIE EMERGING MARKETS CLASS MAGNA UMBRELLA FUND PLC MANULIFE GLOBAL FUND MASSACHUSETTS INSTITUTE OF TECHNOLOGY MCKINLEY CAPITAL EMERGING MARKETS GROWTH FUND SERIES A 5

6 MCKINLEY CAPITAL EMERGING MARKETS GROWTH FUND SERIES B MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN MEMORIAL SLOAN KETTERING CANCER CENTER MERCER EMERGING MARKETS EQUITY FUND MINISTRY OF STRATEGY AND FINANCE MINISTRY OF STRATEGY AND FINANCE MINISTRY OF STRATEGY AND FINANCE MINISTRY OF STRATEGY AND FINANCE MONEDA LATAM GROWTH FUND MU ABERDEEN FUND, GLOBAL EMERGING MARKETS EQUITY PORTFOLIO NATIONAL ELEVATOR INDUSTRY PENSION PLAN NAV CANADA PENSION PLAN NEW YORK STATE TEACHERS RETIREMENT SYSTEM NEW ZEALAND SUPERANNUATION FUND NORGES BANK NORGES BANK NORTHERN TRUST INVESTMENT FUNDS PLC NTGI - QUANTITATIVE MANAGEMENT COLLECTIVE FUNDS TRUST NUCLEAR ELECTRIC INSURANCE LIMITED NZAM EM8 EQUITY PASSIVE FUND PICTET - EMERGING MARKETS INDEX PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO PUBLIC SECTOR PENSION INVESTMENT BOARD PYRAMIS GLOBAL EX U.S. INDEX FUND LP RENAISSANCE EMERGING MARKETS FUND ROGERSCASEY TARGET SOLUTIONS, LLC RS EMERGING MARKETS FUND RS EMERGING MARKETS VIP SERIES SCHWAB EMERGING MARKETS EQUITY ETF STATE OF OREGON STATE STREET TRT LTD AS DEP FOR SCOT WID TRA AND SP INV FDS ICVC - L AMERICAN FUND STICHTING F&C MULTI MANAGER EMERGING EQUITY ACTIVE T. ROWE PRICE INTERNATIONAL CORE EQUITY POOL TEACHER RETIREMENT SYSTEM OF TEXAS TEACHER RETIREMENT SYSTEM OF TEXAS TEACHER RETIREMENT SYSTEM OF TEXAS TEACHER RETIREMENT SYSTEM OF TEXAS TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM THE DUKE ENDOWMENT THE FIRST CHURCH OF CHRIST, SCIENTIST, IN BOSTON MASSACHUSETTS THE FIRST CHURCH OF CHRIST, SCIENTIST, IN BOSTON MASSACHUSETTS THE GENERAL MOTORS CANADIAN HOURLY-RATE EMPLOYEES PENSION PLAN THE GENERAL MOTORS CANADIAN RETIREMENT PROGRAM FOR SALARIED EMPLOYEES THE HONEYWELL INTERNATIONAL INC. MASTER RETIREMENT TRUST THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MUTB STOCK THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MUTB THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF NIKKO BRAZIL EQUITY MOTHER FUND THE MONETARY AUTHORITY OF SINGAPORE THE MONETARY AUTHORITY OF SINGAPORE THE MONETARY AUTHORITY OF SINGAPORE 6

7 THE MONETARY AUTHORITY OF SINGAPORE THE NOMURA TRUST AND BANKING CO., LTD. RE: INT. E STOCK INDEX MSCI E N HEDGE MOTHER THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP 7 EQUITY FUND THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO THRIVENT PARTNER EMERGING MARKETS EQUITY FUND THRIVENT PARTNER EMERGING MARKETS EQUITY PORTFOLIO THRIVENT PARTNER WORLDWIDE ALLOCATION FUND THRIVENT PARTNER WORLDWIDE ALLOCATION PORTFOLIO TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND TREASURER OF THE STATE OF NORTH CAROLINA EQUITY INVESTMENT FUND POOLED TRUST TRUST FOR PROFESSIONAL MANAGERS GENEVA ADVISORS EMERGING MARKETS FUND UAW RETIREE MEDICAL BENEFITS TRUST UAW RETIREE MEDICAL BENEFITS TRUST UAW RETIREE MEDICAL BENEFITS TRUST UTAH STATE RETIREMENT SYSTEMS VANDERBILT UNIVERSITY VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD I E INDEX FUNDS VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD I E INDEX FUNDS VIRGINIA RETIREMENT SYSTEM VOYA EMERGING MARKETS INDEX PORTFOLIO WASHINGTON STATE INVESTMENT BOARD WASHINGTON STATE INVESTMENT BOARD WELLS FARGO (LUX) WORLDWIDE FUND WELLS FARGO ADVANTAGE EMERGING MARKETS EQUITY SELECT FUND WELLS FARGO EMERGING MARKETS EQUITY FUND WELLS FARGO EMERGING MARKETS LARGE/MID CAP FUND WEST VIRGINIA INVESTMENT MANAGEMENT BOARD WILLIAM BLAIR COLLECTIVE INVESTMENT TRUST WILLIAM BLAIR EMERGING MARKETS SMALL CAP GROWTH FUND WISDOMTREE EMERGING MARKETS CONSUMER GROWTH FUND WISDOMTREE EMERGING MARKETS DIVIDEND GROWTH FUND WISDOMTREE EMERGING MARKETS EX-STATE-OWNED ENTERPRISES FUND WISDOMTREE GLOBAL EX-US DIVIDEND GROWTH FUND WORKERS COMPENSATION BOARD OF MANITOBA CURIAN/ABERDEEN LATIN AMERICA FUND EQ ADVISORS TRUST - AXA INTERNATIONAL CORE MANAGED VOLATILITY PORTFOLIO EQ ADVISORS TRUST-EQ/MFS INTERNATIONAL GROWTH PORTFOLIO FIDELITY INVESTMENT FUNDS - FIDELITY INDEX EMERGING MARKETS FUND FIDELITY INVESTMENTS MONEY MANAGEMENT INC. GOVERNMENT PENSION FUND JAPAN TRUSTEE S BANK,LTD AS T F T S T & B CO., LTD AS T F M S L A E F ( F Q I I ONLY) JPMORGAN BRAZIL INVESTMENT TRUST PLC JPMORGAN EMERGING MARKETS INVESTMENT TRUST PLC JPMORGAN FLEMING FUNDS LATIN AMERICA EQUITY FUND JPMORGAN FUNDS JPMORGAN FUNDS JPMORGAN FUNDS JPMORGAN FUNDS - EMERGING MARKETS EQUITY FUND KOOKMIN BANK ACTING AS TRUSTEE OF KIM P NOBLE CLASS G E M INVESTMENT TRUST 1 LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND 7

8 LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND NATIONAL WESTMINSTER BANK PLC AS DEPOSITARY FOR JPM EMERGING MARKETS FUND NEW YORK STATE COMMON RETIREMENT FUND OFI MULTI SELECT PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO STATE OF NEW MEXICO STATE INVESTMENT COUNCIL STATE OF NEW MEXICO STATE INVESTMENT COUNCIL STATE OF NEW MEXICO STATE INVESTMENT COUNCIL STATE SUPER FINANCIAL SERVICES INTERNATIONAL EQUITIES SECTOR TRUST T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. T. ROWE PRICE GLOBAL ALLOCATION FUND, INC. T. ROWE PRICE INSTITUTIONAL INTERNATIONAL GROWTH EQUITY FUND T. ROWE PRICE INTERNATIONAL CORE EQUITY TRUST T. ROWE PRICE INTERNATIONAL GROWTH EQUITY TRUST T. ROWE PRICE OVERSEAS STOCK FUND T. ROWE PRICE PERSONAL STRATEGY INCOME FUND T. ROWE PRICE RETIREMENT DATE TRUST T. ROWE PRICE RETIREMENT DATE TRUST T. ROWE PRICE RETIREMENT DATE TRUST T.ROWE PRICE BALANCED FUND, INC. T.ROWE PRICE EMERGING MARKETS STOCK FUND T.ROWE PRICE EQUITY S INC ON BEHALF OF ITS S S T.ROWE PRICE P S B PORTFOLIO T.ROWE PRICE I INT FUNDS, INC. ON BEHALF OF ITS S SER T.ROWE PRICE I M E FUND T.ROWE PRICE INSTITUTIONAL INTERNATIONAL CORE EQUITY FUND T.ROWE PRICE INTERNATIONAL FUNDS: T.ROWE PRICE LATIN AMERICA FUND T.ROWE PRICE INTERNATIONAL SERIES INC. T.ROWE PRICE I STOCK PORTFOLIO T.ROWE PRICE INTERNATIONAL STOCK FUND T.ROWE PRICE PERSONAL STR FDS INC ON BEHALF OF ITS S S T.ROWE PRICE P S B FUND T.ROWE PRICE PERSONAL STRATEGY FUNDS INC ON BEHALF OF ITS SEPARATE SERIES T.ROWE PRICE PER STR GR FD T.ROWE PRICE T CO,TRT OF THE INT C T FUND ON BEHALF OF ITS UNDERLYING T, E M E T THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST THE BOEING COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB UNIVERSITIES SUPERANNUATION SCHEME LTD VANGUARD INVESTMENT SERIES, PLC VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A S OF VANGUARD STAR FUNDS VIRTUS EMERGING MARKETS EQUITY INCOME FUND WINDSTREAM MASTER TRUST ABERDEEN BRASIL EQUITY FUNDO DE INVESTIMENTO AÇOES ABERDEEN EMERGING MARKETS EQUITY FUND ABERDEEN EMERGING OPPORTUNITIES FUND ABERDEEN GLOBAL - EMERGING MARKETS EQUITY FUND ABERDEEN GLOBAL - LATIN AMERICAN EQUITY FUND ABERDEEN GLOBAL BRAZIL EQUITY FUND 8

9 ABERDEEN LATIN AMERICAN INCOME FUND LLC ABERDEEN STRATEGIC BRASIL FUNDO DE INVESTIMENTO MULTIMERCADO FCP MATIGNON ACTIONS EMERGENTES THE ROYAL BANK OF SCOTLAND PLC AS DEPOSITARY OF ABERDEEN L A EQUITY FUND EMERGENCE M EDMOND DE ROTHSCHILD LATIN AMERICA ARISAIG FUNDS PLC ARISAIG GLOBAL EMERGING MARKETS CONSUMER FUND LLC ARISAIG LATIN AMERICA CONSUMER FUND LLC BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION JPMORGAN BRAZIL EQUITY MASTER INVESTMENT TRUST LGT SELECT FUNDS - LGT SELECT EQUITY EMERGING MARKETS NATIONAL GRID UK PENSION SCHEME TRUSTEE LIMITED RBC DEXIA INVESTOR S TRUST AS TRUSTEE FOR THE CANADA POST C PENSION PLAN SUN LIFE MFS CANADIAN EQUITY GROWTH FUND FIDELITY FUNDS - LATIN AMERICA FUND p.p. Maria Medeiros Bofill AUDACE FIA BTG ARF BRAZIL INVESTMENTS LP ISENTO (RV) BTG GEMM BRAZIL INVESTMENTS LP ISENTO (RV) BTG PACTUAL ABS INST PREVIDENCIA FIA BTG PACTUAL ABSOLUTO INST MASTER FIA BTG PACTUAL ABSOLUTO LS MASTER FIA BTG PACTUAL ABSOLUTO MASTER FIA BTG PACTUAL ABSOLUTO PREVIDENCIA FIA BTG PACTUAL ANDROMEDA FIA BTG PACTUAL DIVIDENDOS MASTER FIA BTG PACTUAL EQUITY HEDGE FIM BTG PACTUAL FIM LOCAL INSTITUCIONAL BTG PACTUAL HEDGE FIM BTG PACTUAL HEDGE PLUS FIM BTG PACTUAL IBRX-50 DINAMICO FIA BTG PACTUAL ICATU SEG SELECT PREVIDENCIA MM FI PRE BTG PACTUAL LOCAL FIM BTG PACTUAL MULTI AÇÕES FIA BTG PACTUAL MULTIMANAGER BBDC FIM BTG PACTUAL MULTIMANAGER IB FIM BTG PACTUAL MULTIMANAGER PLUS IB FIM BTG PACTUAL MULTISTRATEGIES ADVANCED FIM BTG PACTUAL MULTISTRATEGIES ADVANCED PLUS FIM BTG PACTUAL NE FIA PREVIDENCIARIO EXCLUSIVO BTG PACTUAL PENSION FIA PREVIDENCIARIO BTG PACTUAL PENSION MM FI PREVIDENCIARIO BTG PACTUAL PIPE FIA BTG PACTUAL SMALL CAPS FIA COMSHELL BTG PACTUAL FIA FI CAIXA BTG PACTUAL X 30 MM LP FIA AMIS 9

10 FIA BELLS FIA NAXOS FIA TUDDY II FIM ARPOADOR FIM MODERADO RONCADOR FIM PREV 1 FIM UNIPREV III GERDAU PREVIDENCIA FIA 5 MBPREV I MULTIMERCADO FI PREVICAT FUNDO DE INVESTIMENTO EM AÇÕES PREVIDENCIA B FIA QUEEN STREET FUND BRAZIL INVESTMENTS LP (RV) TOTAL RETURN INVESTMENTS LLC p.p. Gustavo Barreto DYC FUNDO DE INVESTIMENTO EM ACOES TCEP FDO DE INVEST EM ACOES ASCESE FUNDO DE INVESTIMENTO EM ACOES DYNAMO COUGAR FIA BDR NIVEL I DYBRA FUNDO DE INVESTIMENTO EM ACOES - BDR NIVEL I DYNAMO BETON FUNDO DE INVESTIMENTO EM ACOES DYNAMO BRASIL I LLC DYNAMO BRASIL II LLC DYNAMO BRASIL III LLC DYNAMO BRASIL V LLC DYNAMO BRASIL VII LLC DYNAMO BRASIL VI LLC DYNAMO BRASIL VIII LLC DYNAMO BRASIL IX LLC KEMNAY DYBRA LLC RAUTA FUNDO DE INVESTIMENTO EM ACOES TNAD FUNDO DE INVESTIMENTO EM ACOES SAO FERNANDO IV FUNDO DE INVESTIMENTO EM ACOES FPRV DYN UIRAPURU FIA PREVIDENCIARIO p.p. Maria Medeiros Bofill M SQUARE ALÍSIO FIA MSQ BRV LONG ONLY LLC MBV FIA M SQUARE AÇÕES CSHG MASTER FIA M SQUARE AÇÕES INSTITUCIONAL FIC FIA NATO FIA - INVESTIMENTO NO EXTERIOR FIA SABESPREV M SQUARE AÇÕES VALOR YALE UNIVERSITY p.p. Rafael Napoli BARTHE HOLDINGS LLC TYLER FINANCE LLC BEWETT INTERNATIONAL LLC CONSTELLATION FEEDER II INST FIA CONSTELLATION MASTER FIA GC FIA p.p. Guilherme Pereira CLARI FUNDO DE INVESTIMENTO EM ACOES COX MASTER FUNDO DE INVESTIMENTO DE ACOES 10

11 p.p. Matias Dieterich CLUBE DE INVESTIMENTO PAINEIRAS p.p. Maria Medeiros Bofill BRAX EQUITY MASTER SPC BRAX MASTER FUND ITCA FIC JGP EQUITY MASTER FUND JGP EXPLORER INSTITUCIONAL JGP EXPLORER MASTER FUND JGP GERDAU JGP HAMBURGO JGP INSTITUCIONAL FIA JGP MASTER FIA JGP SABESPREV OURO BRANCO FIC SANTA CRISTINA FIM IE CP SAO FERNANDO VIII JOSÉ GALLÓ OSVALDO BURGOS SCHIRMER JOSE CARLOS HRUBY CLARICE MARTINS COSTA EMERSON SILVEIRA KUZE EGON HANDEL FABIO ADEGAS FACCIO HENRY COSTA HAROLDO LUIZ RODRIGUES FILHO LUCIANO TEIXEIRA AGLIARDI PAULA PICININI DIVA DELI SIMAS FREIRE LUCIANE FRANCISCONE JOAO CARLOS TURELLA Acknowledge: Mauro Guizeline OAB/SP: