MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING HELD ON APRIL 1, 2005

Transcription

1 ALL AMÉRICA LATINA LOGÍSTICA S.A. Corporate Taxpayer s ID (CNPJ/MF) # / Corporate Registry ID (NIRE) # Publicly-Held Company MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING HELD ON APRIL 1, Venue, date and time: At the Company s headquarters located at Rua Emílio Bertolini, 100, Sala 01, Cajuru, city of Curitiba, State of Paraná, on April 1, 2005, at 10:00 am. 2. Attendance: Shareholders representing more than two thirds (2/3) of the Company s voting stock, in compliance with the signatures in the Shareholders Attendance Book. 3. Presiding Board: Wilson Ferro de Lara, Chairman; Anderson Henrique Prehs, Secretary. 4. Call Notice: It was published in the newspapers Valor Econômico and Indústria & Comércio, Curitiba, on March 15, 16 and 17, 2005, and in the Official Gazette of the State of Paraná on March 16, 17 and 18, Resolutions taken by the unanimous voting shareholders attending the meeting, pursuant to the votes presented, filed at the Company s headquarters, at the Annual General Meeting: 5.1 To dismiss the attendance of the Company s managers and the independent accountants, for unnecessary the clarifications referred in the Article 134, paragraph 1, of the Law 6,404/76 ( Law ). 5.2 To approve, without reserves, the Management Report, the Financial Statements, the Explanatory Notes and the Independent Accountants Review Report relating to the year ended December 31, 2004, published in the newspapers Valor Econômico and Indústria & Comércio, Curitiba, on March 1, 2005, and in the Official Gazette of the State of Paraná on March 4, 2005, exempt the publication of the notice referred in the Article 133 of the Law. 5.3 To approve the allocation of the net income for the year ended December 31, 2004, as follows: i) R$ 7,461, for legal reserve formation (Article 193 of the Law); and after the legal reserve formation the (ii) distribution of dividends equivalent to 25% of the adjusted net income, at the amount of R$ 36,775,975.23, distributed as follows: a) the amount of R$ 36,000, as interest on own capital, at the amount of R$ per share, with 15% withholding income tax, paid on January 31, 2005, in compliance with the resolution approved in the Board of Directors Meeting held on December 30, 2004, by referendum of this Annual General Meeting, ratified herein; and b) the amount of R$ 775, as dividends, at the amount of R$ per each share or R$ for each share deposit certificate ( Unit ), with no

2 withholding income tax and with no monetary restatement or interest assessment, to be delivered by Banco Itaú S.A., in compliance with the Article 205, paragraph 2 of the Law, on May 2, To compose the Company s Board of Directors, with management term to expire in the next Annual General Meeting, reelect: 01. Mr. Alexandre Behring Costa, a Brazilian citizen, married, engineer, Identity Card (RG) # (IFP/RJ) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Avenida Visconde de Guarapuava, 5087, ap. 1701, Batel, CEP , in the city of Curitiba, State of Paraná, as Sitting Board Member 02. Mr. Antonio Carlos Augusto Ribeiro Bonchristiano, a Brazilian citizen, married, economist, Identity Card (RG) # (SSP/SP) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Avenida Brigadeiro Faria Lima, 3900, 7º andar, CEP , in the city of São Paulo, State of São Paulo, as Sitting Board Member 03. Mr. Benjamin Powell Sessions, a North American citizen, married, executive, US passport # , domiciled at 1225 Eye Street, NW, Suite 900, Washington, D.C , United States of America, as Sitting Board Member, having as his Alternate Mr. Bruce Hamilton Macleod, US passport # , domiciled at 1225 Eye Street, NW, Suite 900, Washington, D.C , United States of America, who indicated as their attorney-in-fact, in compliance with the provision in the paragraph 2 of the Article 146 of the Law 6,404/76, Mr. Fabio Moreira de Albuquerque Nono, a Brazilian citizen, single, attorney, Work Card [OAB (Brazilian Bar Association)/RJ] # 88,300 and Individual Taxpayer s Register (CPF/MF) # , with professional address at Avenida Rio Branco, 122, 22 andar, Centro, CEP , in the city and State of Rio de Janeiro. 04. Mr. Bernardo Vieira Hees, a Brazilian citizen, single, economist, Identity Card (RG) # (IFP/RJ) and Individual Taxpayer s ID # , domiciled at Rua Padre Agostinho, 2885, apto. 2401, Bigorrilho, in the city of Curitiba, State of Paraná, CEP , as Sitting Board Member 05. Mr. Bruce Mansfield Flohr, a North American citizen, married, railroad consultant, US passport # , with home address in San Antonio, Texas, United States of America, as Sitting Board Member without Alternate, who indicated as his attorney-in-fact, in compliance with the provision in the paragraph 2 of the Article 146 of the Law 6,404/76, Mr. Laudemir Niro Miyhasita, a Brazilian citizen, legally separated, attorney, Work Card (OAB/RJ) # 22,235 and Individual Taxpayer s Register (CPF/MF) # , with professional address at Rua Conselheiro Laurindo, 80, 5 andar, Sala 502, Centro, CEP , in the city of Curitiba, State of Paraná;

3 06. Mr. Márcio Tabatchnik Trigueiro, a Brazilian citizen, married, mechanical engineer, Identity Card (RG) # (SSP/PE) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Avenida Brigadeiro Faria Lima, 3900, 7º andar, CEP , in the city of São Paulo, State of São Paulo, as Sitting Board Member 07. Sr. Mauro Bergstein, a Brazilian citizen, married, economist, Identity Card (RG) # (SSP/SP) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Avenida Brigadeiro Faria Lima, 3064, 13.º andar, CEP , in the city of São Paulo, State of São Paulo, as Sitting Board Member 08. Mr. Pedro Pullen Parente, a Brazilian citizen, married, engineer, Identity Card (RG) # (SSP/DF) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Avenida Érico Veríssimo, 400, 6º andar, CEP , in the city of Porto Alegre, State of Rio Grande do Sul, as Sitting Board Member 09. Mr. Randolph Freiberg, a North American citizen, married, economist, Alien Registration Card (RNE) # W X-Permanent and Individual Taxpayer s Register (CPF/MF) # , domiciled at Rua Puréus, 394, apto. 402, CEP , in the city of São Paulo, State of São Paulo, as Sitting Board Member 10. Mr. Riccardo Arduini, a Brazilian citizen, married, engineer, Identity Card (RG) # (SSP/SP) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Rua Junqueira, 61, Condomínio Chácara Flora, CEP , in the city of São Paulo, State of São Paulo, as Sitting Board Member, having as his Alternate Mrs. Julia Dora Antonia Koranyi Arduini, A Brazilian citizen, married, business manager, Identity Card (RG) # (SSP/SP) and Individual Taxpayer s ID (CPF/MF) # , domiciled at Rua Junqueira, 61, Condomínio Chácara Flora, CEP , in the city of São Paulo, State of São Paulo, and 11. Mr. Wilson Ferro de Lara, a Brazilian citizen, married, businessman, Identity Card (RG) # (SSP/PR) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Avenida Visconde de Guarapuava, 5045, apto. 1101, CEP , in the city of Curitiba, State of Paraná, as Sitting Board Member 5.5 To compose the Company s Fiscal Council, with management term to expire in the next Annual General Meeting, reelect: 01. Mr. Emanuel Sotelino Schifferle, a Brazilian citizen, married, engineer, Identify Card (RG) # and Individual Taxpayer s Register (CPF/MF) # , domicilied at Avenida Henrique Dodsworth, n.º 13, apto. 502, Copacabana, CEP , in the city of Rio de Janeiro, State of Rio de Janeiro, as Sitting Board Member, having as his Alternate Mr. Gerson Vanzin Moura da Silva,

4 a Brazilian citizen, divorced, attorney, Identity Card (RG) # (SSP/SC) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Rua Benjamin Constant, 630, Centro, CEP , in the city of Curitiba, State of Paraná. 02. Mr. Newton de Souza Junior, a Brazilian citizen, married, attorney, Work Card (OAB/RJ) # 62,291 and Individual Taxpayer s Register (CPF/MF) # , with address at Praça Antonio Calado, 85, bloco 2, CEP , in the city of Rio de Janeiro, State of Rio de Janeiro, as Sitting Board Member, having as his Alternate Mr. Teóguenes Leite Cavalcante, a Brazilian citizen, married, accountant, Identity Card (RG) # (SSP/SP) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Rua Professor Lycio de Castro Velozo, 611, Mercês, CEP , in the city of Curitiba, State of Paraná. 03. Mr. Ricardo Scalzo, a Brazilian citizen, married, businessman, Identity Card (RG) # (SSP/SP) and Individual Taxpayer s Register (CPF/MF) # , with address at R. Jacques Felix, 96, apto. 124-R, Vila Nova Conceição, in the city of São Paulo, State of São Paulo, as Sitting Board Member, and to elect as his Alternate Mr. Edson Martins Lecheta, a Brazilian citizen, married, university professor, Identity Card (RG) # (SSP-PR) and Individual Taxpayer s Register (CPF/MF) # , domiciled at Rua João Pontoni, 120, apto. 901, Cristo Rei, CEP , in the city of Curitiba, State of Paraná. 5.6 The minority common shareholders did not elect a representative for the Fiscal Council. 5.7 The elected board members declare not to be subject to any crime which may hinder them from exercising trade, taking over the positions immediately, by means of an instrument drawn up in the company s records. 5.8 To determine the global annual amount for the Managers compensation, until the next Annual General Meeting, at the amount of up to eleven million and four hundred thousand reais (R$ 11,400,000.00). 6. Resolutions taken by the unanimous voting shareholders attending the Extraordinary General Meeting: 6.1 Do not approve the amendment to the wording in the Article 24 of the Company s Bylaws. 6.2 To approve the publication of these present Minutes under the summary format, not mentioning the signatures of the attending shareholders, under the terms of the Article 130 of the Law. 7. Closure: Nothing more to be dealt with, these present Minutes were drawn up, read, approved and signed by the board members and the shareholders representing the majority necessary for the resolutions taken in this Meeting. Chairman: Mr. Wilson Ferro de Lara; Secretary: Sr. Anderson Henrique Prehs; Shareholders: 01. Brasil

5 Private Equity Fundo de Investimento em Participações, by Laudemir Niro Miyhasita; 02. Delara Brasil Ltda., by Laudemir Niro Miyhasita; 03. Emerging Markets Capital Investments, LLC., by Laudemir Niro Miyhasita; 04. Judori Administração, Empreendimentos e Participações S.A., by Laudemir Niro Miyhasita; 05. Mauriti Administradora de Ativos S.A., by Laudemir Niro Miyhasita; 06. Ralph Partners I, LLC., by Laudemir Niro Miyhasita; 07. Bell Atlantic Master Pension Trust, by George Washington Tenório Marcelino; 08. State of Oregon, by George Washington Tenório Marcelino; 09. General Eletric Pensino Trust, by George Washington Tenório Marcelino; e 10. The Master Trust Bank of Japan Ltd RE MTBC , by George Washington Tenório Marcelino; 11. Fundo de Investimento de Ações Esmeralda, by Flavia Costa Mattos; 12. Romanche Investment Corporation, LLC., rep. Banco Pactual S.A., by Flavia Costa Mattos; 13. Acton Investment Management, LLC., rep. Banco Pactual S.A., by Flavia Costa Mattos; Fiscal Council Member: Mr. Teóguenes Leite Cavalcante. This is a free English translation of the original instrument drawn up in the company s records. Curitiba, April 1, Anderson Henrique Prehs OAB (Brazilian Bar Association)/PR 34,608 Secretary/Acknowledged and Accepted by Attorney