Minutes of the 16 th Annual Shareholders Meeting held on April 28, 2016

Transcription

1 UNICASA INDÚSTRIA DE MÓVEIS S.A. Company Registry (NIRE) RS Corporate Taxpayer ID (CNPJ/MF) / Publicly Held Company Novo Mercado Minutes of the 16 th Annual Shareholders Meeting held on April 28, Date, Time and Venue: On April 28, 2016 at 1:30 p.m., at the registered office of the Company, located at Rodovia BR-470, KM 212,930, CEP nº , in the city of Bento Gonçalves, state of Rio Grande do Sul. 2. Quorum and Attendance: Shareholders representing 76.82% of the Capital Stock, as per the signatures in the Shareholders Attendance Book; the Chief Executive Officer of the Company, Mr. Frank Zietolie, Chairman of Fiscal Council, Mrs. Maria Tereza Casagrande and the representative of the Independent Auditors, Ernst & Young, Mr. Vicente de Giacomo Pias. 3. Legal Publication: Notice to Shareholders: Publication was waived in accordance with Paragraph 5, Article 133 of Federal Law 6,404/76 Call Notice: Published in the State Register Diário Oficial do Estado do Rio Grande do Sul and in the newspaper Jornal do Comércio do Rio Grande do Sul on March 28 and Abril 17 and 20, Documents required under Article 133 of Federal Law 6,404/76: Published in the State Register Diário Oficial do Estado do Rio Grande do Sul and in the newspaper Jornal do Comércio do Rio Grande do Sul on March 18, Documents and other information to Shareholders: In compliance with CVM Instruction 481, the documents referred to in Article 9, Items I and II, and Paragraph 1, Item I, were filed with the Securities and Exchange Commission of Brazil (CVM) and with the Brazilian Stock Exchange (BM&FBOVESPA), and made available on the Company s website ( on March 17, The documents 1

2 referred to in Article 9, Item III, Paragraph 1, Item II, Article 10 and Article 12 were filed with CVM and BM&FBOVESPA, and made available on the Company s website on March 28, Presiding Board: Mr. Gelson Luis Rostirolla Chairman Mr. Eduardo Cozza Magrisso - Secretary 6. Agenda: At the Ordinary Shareholders Meeting To take the management accounts, examine, discuss and vote on the financial statements for the fiscal year ended December 31, 2015, accompanied by the Independent Auditor s Report; To consider and vote on the allocation of the net income for the fiscal year ended December 31, 2015; To elect the directors for a two-year term of office, fixing the number of directors to be elected; To fix the overall management compensation for fiscal year At the Extraordinary Shareholders Meeting To amend Article 2 of the Bylaws to update the Company s registered office address. 7. Resolutions: 7.1. To draw up the minutes of this Meeting in summary format of the decisions taken, in accordance with Article 130, Paragraph 1 of Federal Law 6,404/76, and to publish them in accordance with Paragraph 2 of said article Approved by majority of the votes, with those legally impeded and shareholders listed at the bottom of these minutes abstaining, the accounts and documents referred to in Article 133 of Federal Law 6,404/76, as amended by Federal Law 10,303/01, related to the fiscal year ended December 31, Approved by majority of the votes, with those legally impeded and shareholders listed at the bottom of these minutes abstaining, the allocation of the net Income for the Year in 2

3 the amount of thirteen million, one hundred four thousand and seven hundred and forty-six point eight seven reais (R$13,104,746.87), as follows: (i) four million, nine hundred forth-eighty thousand and seven hundred and seven point two two reais (R$4,948,707.22) will be allocated to the profit reserve for expanding investment after approval by shareholders of the detailed capital budget prepared by management, which mentions all capital sources and allocations, both fixed and current, for the investments planned until (ii) six hundred fifty-five thousand, two hundred and thirty-seven point three four reais (R$655,237.34) will be allocated to the legal reserve; (iii) seven million, five hundred thousand, eight hundred and two point three one reais (R$7,500,802.31), in the amount of R$ per share, will be allocated to the payment of Interest on Equity ( IOE ), which net of tax amounts to six million, seven hundred seventy-four thousand and thirty-six point two eight reais (R$6,774,036.28), or R$ per share These amounts will be calculated towards the mandatory dividend for fiscal year 2015, the payment of which has already been approved in the Meeting of the Board of Directors of the Company held on December 11, All common shareholders of record as of December 11, 2015 will be entitled to the IOE, with the shares trading ex-ioe as from December 14, The IOE will be paid on May 25, 2016, without any remuneration or monetary restatement Approved by majority of the votes, the election of five members to the Board of Directors of the Company, as qualified below, to serve a term of office until the 2018 Annual Shareholders' Meeting, which will consider and vote on the documents referred to in Article 133 of Brazilian Corporations Law related to fiscal year 2017: GELSON LUIS ROSTIROLLA, Brazilian, married under regime of universal community property, businessman, Identification Document (RG) no issued by SSP - Rio Grande do Sul, Individual Taxpayer ID no , resident and domiciled at Rua Rui Barbosa, nº142, Apartamento 1001, bairro Centro, in the city of Farroupilha, state of Rio Grande do Sul, CEP , to the position of Chairman of the Board of Directors; ALEXANDRE GRENDENE BARTELLE, Brazilian, single, industrialist, Identification Document (RG) no issued by SSP - Rio Grande do Sul, Individual Taxpayer ID no , with office at Avenida Pedro Grendene, nº131, sala 15, bairro Volta Grande, in the city of Farroupilha, state of Rio Grande do Sul, CEP , to the position of Vice- Chairman of the Board of Directors; 3

4 FRANK ZIETOLIE, Brazilian, married under regime of partial community property, businessman, Identification Document (RG) no issued by SSP - Rio Grande do Sul, Individual Taxpayer ID no , resident and domiciled at Rua Xingu, nº 1.190, Bairro São Bento, in the city of Bento Gonçalves, state of Rio Grande do Sul, CEP , to the position of member of the Board of Directors; AYMAR FERREIRA DE ALMEIDA JÚNIOR, Brazilian, production engineer, married under regime of partial community property, Identification Document (RG) no issued by SSP - São Paulo, as per his Brazilian driver s license (CNH) no DETRAN - São Paulo, Individual Taxpayer ID (CPF) no , resident and domiciled at Rua Pensilvânia nº 742, apartamento 172, bairro Cidade Monções, in the city and state of São Paulo, CEP , to the position of member of the Board of Directors In a separate voting process, by nomination of minority shareholders representing 19.97% of the voting capital, to the position of Independent Member of the Board of Directors, Mr. DANIEL FERREIRA MAIA DE FREITAS, Brazilian, single, adminstrator, Identification Document (RG) no issued by SSP - São Paulo, Individual Taxpayer ID (CPF) no as per the Brazilian driver s license (CNH) no DETRAN- São Paulo, resident and domiciled at Rua da Mata, nº 109, Apartamento 56, Bairro Itaim Bibi, in the city and state of São Paulo, CEP: The members of the Board of Directors elected herein accepted his nomination and was invested in his position after signing the respective instrument of investiture in the Book of Minutes of the Board of Directors of the Company, and declared, pursuant to and for the purposes of CVM Instruction 367 of May 29, 2002, (i) (i) he is not impeded by special law, or convicted for criminal bankruptcy, malfeasance, bribery, graft, embezzlement, crimes against public welfare, full faith and credit or ownership, or criminal sentence that prevents him, even if temporarily, from holding public; (ii) he is not sentenced to suspension or temporary impediment by the Securities and Exchange Commission of Brazil (CVM), that makes him ineligible to hold Management positions in Public Companies, in accordance with Paragraph 2, Article 147 of Federal Law 6,404/76; (iii) he meets the requirements of immaculate reputation established under Paragraph 3, Article 147 of Federal Law 6,404/76; and (iv) he does not hold office in a company that may be considered a competitor of the Company, and does not have, nor represent interests conflicting with those of the Company, pursuant to Items I and II, Paragraph 3, Article 147 of Federal Law 6,404/76. The result of the voting for the election of the Board of Directors, including the number of votes cast for each nominee is attached hereto as Appendix I Approved by majority of the votes, with those legally impeded and shareholders listed at the bottom of these minutes abstaining, the overall annual compensation of the 4

5 managers of the Company for fiscal year 2016, in the amount of up to two million, two hundred forty thousand reais (R$2,240,000.00), of which two hundred and forty thousand reais (R$240,000.00) allocated to the members of the Board of Directors and two million reais (R$2,000,000.00) to the members of the Board of Executive Officers. The individual allocation of the compensation among the managers will be decided in a Meeting of the Board of Directors, in accordance with Article 16 of the Company s Bylaws Approved by majority of the votes, with those legally impeded and shareholders listed at the bottom of these minutes abstaining, amendment of article 2 of the Bylaws to update the Company s head office address, from Rodovia Estadual RSC-470, Km 212,930, Bairro São Vendelino, CEP , city of Bento Gonçalves, state of Rio Grande do Sul to Rodovia Federal BR-470, Km 212,930, Bairro São Vendelino, CEP , city of Bento Gonçalves, state of Rio Grande do Sul, which will come into effect with the following wording: Article 2. The head office and domicile of the Company are in the city of Bento Gonçalves, state of Rio Grande do Sul, at Rodovia Federal BR-470, Km. 212,930, Bairro São Vendelino, CEP Based on Article 161, Paragraphs 2 and 3 of Federal Law 6,404/76, shareholders owning 8,451,300 common shares, or 12.79% of the Company s total issued capital, requested the constitution of an Audit Board, as of this date. The members qualified below were elected to serve as sitting and alternate members in the Audit Board for a term until the 2017 Annual Shareholders' Meeting that will consider and vote on the documents referred to in Article 133 of Brazilian Corporations Law, related to the fiscal year ended December 31, 2016: In a separate voting process, by nomination of minority shareholders representing 12.79% of the voting capital, as sitting member Mr. THIAGO COSTA JACINTO, Brazilian, single, businessman, Identification Document (RG) no , issued by SSP- São Paulo, Individual Taxpayer ID (CPF) no , in accordance with his Brazilian driver s license (CNH) no DETRAN - São Paulo, resident and domiciled at Rua Bandeira Paulista, nº 300, apartamento 184, Bairro Itaim Bibi, in the city and state of São Paulo, CEP , and as his alternate, Mr. FERNANDO EDU COLASUONNO, Brazilian, single, business administrator, identification document (RG) no , issued by SSP- São Paulo, Individual Taxpayer ID (CPF) no , in accordance with his Brazilian driver s license (CNH) no DETRAN - São Paulo, resident and domiciled at Alameda Sarutaiá, nº 156, apartamento 03, Bairro Jardim Paulista, in the city and state of São Paulo, CEP

6 Elected by majority of the votes, as sitting members: o Sr. CARLOS OSVALDO PEREIRA HOFF, Brazilian, married under regime of universal community property, accountant, Individual Taxpayer ID (CPF) no , in accordance with his identification document (RG) no , issued by SSP-Rio Grande do Sul, resident and domiciled at Travessa Aurora, nº 90, Bairro Chácara das Pedras, in the city of Porto Alegre, state of Rio Grande do Sul, CEP and Mrs. MARIA TEREZA CASAGRANDE, Brazilian, widow, businesswoman, Identification Document (RG) no , issued by SSP-Rio Grande do Sul, Individual Taxpayer ID (CPF) no , resident and domiciled at Rua Francisco Vitti, nº 341, Bairro Madureira, in the city of Caxias do Sul, state of Rio Grande do Sul, CEP , and as their alternates, Mr. RAFAEL VIEIRA GRAZZIOTIN, Brazilian, married under regime of partial community property, lawyer, Identification Document (RG) no , issued by SSP-Rio Grande do Sul, Individual Taxpayer ID (CPF) no , in accordance with his Bar Association of Brazil (OAB), Membership Card no , resident and domiciled at Jacinto Francisco D Aguiar, nº 32, apartamento 601, Bairro Exposição, in the city of Caxias do Sul, state of Rio Grande do Sul, CEP and Mr. PAULO CLEIBE SOARES, Brazilian, married under regime of partial community property, accountant, Identification Document (RG) no issued by SJS/DI - Rio Grande do Sul, Individual Taxpayer ID (CPF) no , in accordance with his Brazilian driver s license (CNH) no DETRAN - Rio Grande do Sul, resident and domiciled at Rua Doutor Carlos Barbosa, Nº 554, Apartamento Nº 605, Bairro Centro, in the city of Carlos Barbosa, state of Rio Grande do Sul, CEP The members of the Audit Board will be invested in their positions in accordance with Article 32, Paragraph 1 of the Company s Bylaws, upon signing the respective Instruments of Consent of Audit Board Members referred to in the Listing Regulations of Novo Mercado of BM&FBOVESPA and, based on a prior consultation, they declared not to be part of any crime that prevents them from exercising the activities required by the position to which they were elected, and that they do not hold office in a company that may be considered a competitor of the Company, and do not have interests conflicting with those of the Company, pursuant to Article 147 of Brazilian Corporations Law and with CVM Instruction 367/02. The result of the voting for the election of the Fiscal Council, including the number of votes cast for each nominee is attached hereto as Appendix II Approved by majority of the votes, with those legally impeded and shareholders listed at the bottom of these minutes abstaining,the Internal Charter of the Audit Board, pursuant to Article 32 of the Company s Bylaws, in accordance with Appendix I hereto Approved by majority of the votes, with those legally impeded and shareholders listed at the bottom of these minutes abstaining, the compensation of the Audit Board members, as provided for in Article 162, Paragraph 3, of Brazilian Corporations Law. The monthly 6

7 compensation of each sitting member will be seven thousand, two hundred reais (R$7,200.00) 8. Miscellaneous and Closure: 8.1. The resolution in item 7.2 received 9,852,788 votes FOR, no vote AGAINST and 40,916,643 ABSTENTIONS from voting (to shareholders ALEXANDRE GRENDENE BARTELLE, JUVENIL ANTONIO ZIETOLIE, FRANK ZIETOLIE, GELSON LUIS ROSTIROLLA, KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES). The resolution in item 7.3 received 46,036,031 votes FOR, no vote AGAINST and 4,733,400 ABSTENTIONS from voting (KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES). The resolution in item 7.4 received 50,759,731 votes FOR, no vote AGAINST and 9,700 ABSTENTIONS from voting (to shareholder MISSOURI EDUCATION PENSION TRUST). The resolution in item received 13,194,400 votes FOR, no vote AGAINST and 37,575,031 ABSTENTIONS from voting (to shareholders ALEXANDRE GRENDENE BARTELLE, JUVENIL ANTONIO ZIETOLIE, FRANK ZIETOLIE, NELY ROSA CELSO SCHENATO, EMILIA A SARETTA ZIETOLIE, KELLY ZIETOLIE, GELSON LUIS ROSTIROLLA, GUILHERME POSSEBON DE OLIVEIRA). The resolution in item 7.5 received 12,301,750 votes FOR, no vote AGAINST and 38,467,681 ABSTENTIONS from voting (to shareholders ALEXANDRE GRENDENE BARTELLE, FRANK ZIETOLIE, KELLY ZIETOLIE, GELSON LUIS ROSTIROLLA, KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES). The resolution in item 7.6 received 46,036,031 votes FOR, no vote AGAINST and 4,733,400 ABSTENTIONS from voting (to shareholders KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES). The resolution in item 7.7 received 8,451,300 votes FOR, no vote AGAINST and 42,318,131 ABSTENTIONS from voting (to shareholders ALEXANDRE GRENDENE BARTELLE, JUVENIL ANTONIO ZIETOLIE, FRANK ZIETOLIE, NELY ROSA CELSO SCHENATO, EMILIA A SARETTA ZIETOLIE, KELLY ZIETOLIE, GELSON LUIS ROSTIROLLA, GUILHERME POSSEBON DE OLIVEIRA, KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES, MISSOURI EDUCATION PENSION TRUST). The resolution in item received 8,451,300 votes FOR, no vote AGAINST and 42,318,131 ABSTENTIONS from voting (to shareholders ALEXANDRE GRENDENE BARTELLE, JUVENIL ANTONIO ZIETOLIE, FRANK ZIETOLIE, NELY ROSA CELSO SCHENATO, EMILIA A SARETTA ZIETOLIE, KELLY ZIETOLIE, GELSON LUIS ROSTIROLLA, GUILHERME POSSEBON DE OLIVEIRA, KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES, MISSOURI EDUCATION PENSION TRUST). The resolution in item received 46,026,331 received 8,451,300 votes FOR, no vote AGAINST and 4,743,100 ABSTENTIONS from voting (to shareholders KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES, MISSOURI EDUCATION PENSION TRUST). The resolution in item 7

8 7.8 received 46,026,331 votes FOR, no vote AGAINST and 4,743,100 ABSTENTIONS from voting (KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES, MISSOURI EDUCATION PENSION TRUST). The resolution in item 7.9 received 46,026,331 votes FOR, no vote AGAINST and 4,743,100 ABSTENTIONS from voting (to shareholders KINEA I PIPE FUNDO DE INVESTIMENTO EM ACOES, KINEA PIPE FUNDO DE INVESTIMENTO EM ACOES, MISSOURI EDUCATION PENSION TRUST). 9. Documents: For the purposes of Article 130, Paragraph 1 of Federal Law 6,404/76, the documents submitted to the Shareholders Meeting were authenticated by the presiding board and filed at the Company s headquarters. 10. Closure: There being no further business to discuss, the meeting was adjourned, these Minutes drawn up, read and approved by unanimous vote, then signed by the Shareholders Present: ALEXANDRE GRENDENE BARTELLE, by proxy Rafael Vieira Grazziotin; JUVENIL ANTÔNIO ZIETOLIE, FRANK ZIETOLIE, NELY ROSA CELSO SCHENATO, EMILIA A. SARETTA ZIETOLIE, KELLY ZIETOLIE, by proxy Juliano Nicola Sangalli; LAPB POLAND FIA, TCJ CAPITAL FUNDO DE INVESTIMENTOS EM ACOES, by proxy Eduardo Cozza Magrisso; KINEA PIPE FUNDO DE INVESTIMENTO EM AÇÕES, KINEA I PIPE FUNDO DE INVESTIMENTO EM AÇÕES, by proxy Eduardo Cozza Magrisso, GELSON LUIS ROSTIROLLA; GUILHERME POSSEBON DE OLIVEIRA; MISSOURI EDUCATION PENSION TRUST by proxy Luciana Pontes de Mendonça Ikeda. This is a free translation of the original minutes drawn up in the Company s records. Bento Gonçalves, Rio Grande do Sul, April Gelson Luis Rostirolla Chairman Eduardo Cozza Magrisso Secretary Bel. Eduardo Cozza Magrisso Brazilian Bar Association Rio Grande do Sul Chapter (OAB/RS) no

9 APPENDIX I Result of the election of the Board of Directors of Unicasa Indústria de Móveis held during the Annual and Extraordinary Shareholders Meeting of April 28, Member Votes received Gelson Luis Rostirolla 50,759,731 Alexandre Grendene Bartelle 50,759,731 Frank Zietolie 50,759,731 Aymar Ferreira de Almeida Júnior 50,759,731 Daniel Ferreira Maia de Freitas 13,194,400 Bento Gonçalves, Rio Grande do Sul, April Gelson Luis Rostirolla Chairman Eduardo Cozza Magrisso Secretary 9

10 APPENDIX II Result of the election of Fiscal Council of Unicasa Indústria de Móveis held during the Annual and Extraordinary Shareholders Meeting of April 28, Member Votes received Carlos Osvaldo Pereira Hoff (Titular) 46,026,331 Maria Tereza Casagrande (Titular) 46,026,331 Thiago Costa Jacinto (Titular) 13,194,400 Rafael Vieira Grazziotin (Alternates) 46,026,331 Paulo Cleibe Soares (Alternates) 46,026,331 Fernando Edu Colassuonno (Alternates) 13,194,400 Bento Gonçalves, Rio Grande do Sul, April Gelson Luis Rostirolla Chairman Eduardo Cozza Magrisso Secretary 10