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

Transcription

1 POSITIVO INFORMÁTICA S.A. Corporate Taxpayer s ID (CNPJ/MF) / Corporate Registry ID (NIRE): MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETING HELD ON MARCH 25, 2008 DATE, TIME AND PLACE: On , at 9:00 a.m., at the Company s branch located at Rua Senador Accioly Filho, 1021, CIC, in the city of Curitiba, State of Paraná. PREVIOUS PUBLICATIONS: Call notices published pursuant to paragraph 1 of article 124 of Law 6,404 as of ( LSA ), in newspapers Official Gazette of the State of Paraná on March 12, 13 and 14, 2008, Jornal Indústria e Comércio and Valor Econômico on March 10, 11 and 12, Management Report, Financial Statements and report of Independent Auditors published in Jornal da Indústria e do Comércio on February 21, 2008 and in the Official Gazette of the State of Paraná on February 22, ATTENDANCES: (i) Shareholders representing % of the capital stock, as per signatures in the Shareholders Attendance Book; (ii) Representative of the Company s Management, Mr. Lucas Guimarães; and (iii) Mr. Marco Alessandro Letzow, representative of Deloitte Touche Tomatsu, the Company s Independent Auditors. PRESIDING BOARD: Mr. Hélio Bruck Rotenberg - Chairman; and Mr. Leonardo Barém Leite - Secretary. AGENDA: On an ordinary basis: (1) to take the management s accounts, examine, discuss and vote the Financial Statements for the year of 2007; (2) to resolve on the allocation of the net income for the year, ratify the distribution of dividends and interest on own capital and approve the distribution of dividends; (3) to elect the members of the Board of Directors. On an extraordinary basis: (4) to resolve on the proposition of the Board for the capitalization of a portion of capital reserve, increasing capital stock;

2 (5) to resolve on the amendment to articles 14, 15 and 22 and the consolidation of the Company s Bylaws; and (6) to resolve on the determination of the global compensation of the members of the Company s Board of Directors and Board of Executive Officers. RESOLUTIONS: Initially, the Chairman clarified that, pursuant to paragraph 2 of article 124 of LSA, this meeting was called to be held at the Company s branch by virtue of inexistence, up to this date, of adequate facilities at the Company s headquarters. Subsequently, he started the meeting and, after analyzing the matters of the agenda, the following resolutions were taken, by unanimous vote, with the abstention of those legally impeded: I. On an ordinary basis: (1) Approval, without reservations, of the Management Report and the Financial Statements, jointly with the report of Independent Auditors, related to the fiscal year ended on ; (2) Approval of the proposal presented by the Board of Directors, as resolved at the meeting of said body on March 7, 2008, for the allocation of the net income for the year, in the amount of R$65,775,292.36, allocated as follows: (a) R$36,453, as dividends, considering that (i) R$18,268, was already distributed on August 27, 2007, to shareholders on August 10, 2007, as per the meeting of the Board of Directors held on August 10, 2007, and (ii) R$18,184, will be distributed within the term set forth at the end of this item, which is equivalent to the amount of R$ per common share; and (b) R$32,200, (net amount of R$27,632,349.78), as interest on own capital, to be imputed to the mandatory dividend, considering that (i) R$13,013, (gross amount) has already been paid on August 27, 2007, to shareholders on August 10, 2007, as per meeting of the Board of Directors held on August 10, 2007, and (ii) 19,186, (net amount of R$16,308,532.32) will be credited to shareholders on March 25, 2008, and will be paid within the term set forth at the end of this item, equivalent to the amount of R$ (gross amount) and R$ (net amount) per common share, and the Executive Officers are authorized to practice all the acts required for the distribution of dividends declared herein. The dividends and interest on own capital will be financially available to shareholders as of April 7, 2008;

3 (3) Reelection, to comprise the Company s Board of Directors for a term of office of one (1) year, of Messrs.: Oriovisto Guimarães, a Brazilian citizen, divorced, entrepreneur, Identity Card (R.G.) SSP/PR, Individual Taxpayer s ID (CPF/MF) , domiciled in the City of Curitiba, State of Paraná, with office at Avenida Cândido Hartmann, 1400, Bairro Bigorrilho, CEP , as Chairman; Hélio Bruck Rotenberg, a Brazilian citizen, married, entrepreneur, Identity Card (R.G.) SSP/PR, Individual Taxpayer s ID (CPF/MF) , domiciled in the City of Curitiba, State of Paraná, with office at Rua Senador Accioly Filho, 1021, Bairro Cidade Industrial de Curitiba, CEP , as Board member; Ruben Tadeu Coninck Formighieri, a Brazilian citizen, married, entrepreneur, Identity Card (R.G.) SSP/PR, Individual Taxpayer s ID (CPF/MF) , domiciled in the City of Curitiba, State of Paraná, with office at Rua XV de Novembro, 1855, Bairro Alto da Rua XV, CEP , as Board member; Álvaro Augusto do Amaral, a Brazilian citizen, married, entrepreneur, Identity Card (R.G.) SSP/PR, Individual Taxpayer s ID (CPF/MF) , domiciled in the City of Curitiba, State of Paraná, with office at Avenida Cândido Hartmann, 1400, Bairro Bigorrilho, CEP , as Board member; and Samuel Ferrari Lago, a Brazilian citizen, married, businessman, Identity Card (R.G.) SSP/PR, Individual Taxpayer s ID (CPF/MF) , domiciled in the City of Curitiba, State of Paraná, with office at Avenida Nossa Senhora Aparecida, 174, Bairro Seminário, CEP , as Board member; Fernando Soares Mitri, a Brazilian citizen, married, engineer, Identity Card (R.G.) SSP/PR, Individual Taxpayer s ID (CPF/MF) , domiciled in the City of Curitiba, State of Paraná, at Rua Luiza Mazetto Baggio, 120, ap. 2001, Bairro Mossunguê, CEP ;. Mr. Fernando Soares Mitri is an Independent Member, as per definition of the New Market Listing Regulation of the São Paulo Stock Exchange BOVESPA, and the minimum percentage required in the referred Regulation is duly complied with. The Board members will be invested in office by signing the respective instruments of investiture in the Book of Minutes of the Board of Directors Meeting; (4) As requested by shareholders of two percent (2%) of the Company s capital stock, instatement of the Company s Fiscal Council in the present fiscal year, pursuant to article 18 of the Company s Bylaws;

4 (5) Election, to comprise the Company s Board of Directors for a term which shall be extended up to the Annual General Meeting which approves the accounts of fiscal year 2008, of Messrs. JORGE MICHEL LEPELTIER, a Brazilian citizen, legally separated, economist and graduated in accounting sciences, Identity Card (R.G.) SSP/SP, Individual Taxpayer s ID (CPF) , domiciled at Rua Particular s/n.º, Chácaras Bela Vista, Centro, Mairiporã, SP; PEDRO NUNES GOUVEIA, a Brazilian citizen, married, accountant and administrator, Identity Card (R.G.) SSP/PR and Individual Taxpayer s ID (CPF) domiciled at Rua Albino Tesserolli, 173, Curitiba, PR and CHRISTIAN VILLELA KLOTZ, a Brazilian citizen, married, engineer, domiciled at Rua Samuel Morse, 74, conjunto 173, Bairro Brooklin, in the City of São Paulo, State of São Paulo, Individual Taxpayer s ID (CPF) , Identity Card (R.G.) SSP/SP, as sitting members, and Messrs. FRANCISCO LUTERO LUEHRING, a Brazilian citizen, married, economist, Identity Card (R.G.) SSP/PR, and Individual Taxpayer s ID (CPF) , domiciled at Rua Simão Bolívar, 334, ap. 22, Curitiba, PR; PAULO SÉRGIO DA SILVA, a Brazilian citizen, married, accountant, Identity Card (R.G.) SSP/PR, and Individual Taxpayer s ID (CPF) , domiciled at Rua Bogumil Radomski, 343, Casa 1, Curitiba, PR and BRUNO ELIAS PIRES, a Brazilian citizen, married, engineer, domiciled at Avenida Presidente Wilson, 231, 28º andar, Centro, in the City of Rio de Janeiro, State of Rio de Janeiro, Individual Taxpayer s ID (CPF) , Identity Card (R.G.) IFP-RJ, as alternate members, respectively; and (6) Record that the investiture of members of the Board of Directors and the Fiscal Council is subject to the previous subscription of the Instrument of Consent of Members of the Fiscal Council, referred to in the New Market Listing Regulation. II. On an extraordinary basis: (7) Approval of the capital stock increase, from current one hundred and fifty-two million, seven hundred and thirty-six thousand, nine hundred and twenty reais (R$152,736,920.00) to three hundred and eighty-nine million reais (R$389,000,000.00), therefore an increase of two hundred and thirty-six million, two hundred and sixty-three

5 thousand and eighty reais (R$236,263,080.00), with no issue of new shares, by means of the capitalization of a portion of the balance of the capital reserve account in the same amount; (8) Approval of the amendment to article 14, items 'viii' and 'ix' of the Bylaws, in order to include that, without prejudice to competences attributed by law to the Board of Directors, it is incumbent upon said Board, among other, to (a) authorize operations comprising amounts higher than thirty million reais (R$30,000,000.00) to: (a.1) finance the acquisition of assets and services (Compror operations); (a.2) acquisition of raw materials and operations involving contracting letters of credit for imports guarantee; contracting of bank guarantees destined to biddings in national and international public entities and contracting of bank instruments which guarantee the performance, and (a.3) cashing of bonds to anticipate receivables. This amount will be restated at the end of each fiscal year by the IGP-M (General Market Price Index) variation disclosed by Fundação Getúlio Vargas, or by an index which may replace it in the event it is extinguished; (b) authorize the contracting of any other type of operation involving amounts higher than ten million reais (R$10,000,000.00) amount to be restated as described in the previous item related to: (b.i) acquisition, disposal or burden of fixed assets or investments held by the Company; and (b.ii) contracting of any loan or financing by the Company as lender or borrower; (9) Approval of the amendment to article 15 of the Bylaws in order to include that the Executive Board will be comprised of up to twelve (12) members, domiciled in the Country, shareholders or not, elected and possible to be dismissed by the Board of Directors, namely one (1) Chief Executive Officer, one (1) Deputy Chief Operating Officer, one (1) Deputy Chief Financial Officer, one (1) Deputy Operating Officer for Educational Technologies, one (1) Chief Supply Chain Officer, one (1) Chief Marketing Officer, one (1) Commercial Officer for Educational Technologies, one (1) Operating Officer for Educational Technologies, one (1) Executive Officer for Outsourced Productions, one (1) Executive Officer for Connectivity, one (1) Investor Relations Officer and one (1) New Business Officer; (10) Approval of the amendment to article 22 of the Bylaws, in order to include that the Company may (i) prepare semiannual or interim balance sheets; (ii) resolve on the

6 distribution of dividends by debit to the account of earnings ascertained in those balance sheets; (iii) declare interim dividends by debit from the account of retained earnings or reserves of earnings existing in those balance sheets or in the last annual balance sheets; (iv) pay or credit interest on own capital, ad referendum of the Annual General Meeting which evaluates the financial statements related to the fiscal year when said interest was paid or credited, and interim or periodical dividends and interest on own capital shall always be imputed to the mandatory dividend; (11) Approval, in view of the aforementioned resolutions, of the amendment of articles 5, 14, 15 and 22 of the Bylaws, as well as its consolidation, pursuant to the terms of DOCUMENT I of the present minutes, countersigned by the Board, which will be filed with the Company s headquarters; and (12) Determination of the amount of the annual global compensation of the Company s managers in up to fourteen million and five hundred thousand reais (R$14,500,000.00) for fiscal year (13) Determination of the monthly individual compensation of the sitting members of the Fiscal Council in three thousand and five hundred reais (R$3,500.00) for fiscal year DOCUMENTS FILED: All documents mentioned herein, duly initialed by those integrating the Presiding Board and subsequently attached to the minutes, will be filed with the Company s headquarters. There being no further business to discuss, the meeting was adjourned and these minutes were drawn up, which, after being read and found in compliance, were signed by all those attending the meeting. Hélio Bruck Rotenberg Chairman Leonardo Barém Leite Secretary