1 EZ TEC EMPREENDIMENTOS E PARTICIPAÇÕES S.A. COMPANY REGISTRY (NIRE) Corporate Taxpayer ID (CNPJ/MF) / Authorized Capital Publicly-Held Company Minutes of the Annual Shareholders Meeting held on April 27, 2012 DATE, TIME AND VENUE: On April 27, 2012, at 10 a.m. at the head offices of EZTEC Empreendimentos e Participações S.A., a publicly-held company, corporate taxpayer ID (CNPJ/MF) / , with its articles of incorporation duly filed at the Board of Trade of the State of São Paulo under Company Registry (NIRE) ( Company ), located at Avenida República do Líbano, 1921, Ibirapuera, in the city and state of São Paulo. CALL NOTICE: The call notice was published in the Official Gazette of the State of São Paulo and in the Valor Econômico newspaper on April 12, 18 and 25, ATTENDANCE: Shareholders representing the majority of the Company s capital stock, as per signatures in the Shareholders Attendance Book. The members of the Company s Management and Mr. Ismar de Moura, accountant registered at the Regional Accounting Council (CRC) 1SP179631/O-2, who represents Deloitte Touche Tohmatsu, the Company's independent auditors, also attended the meeting. PRESIDING BOARD: Chairman: Mr. Ernesto Zarzur; Secretary: Mr. Antonio Emílio C. Fugazza. AGENDA: To resolve and discuss on the following agenda: (i) analyze the Management s accounts, examine, discuss and vote on the financial statements for the fiscal year ended December 31, 2011, accompanied by the Management Annual Report and the Independent Auditors Report, published in the edition of Official Gazette of the State of São Paulo and Valor Econômico newspaper on March 14, 2012 and approved by the Board of Directors in a meeting held on March 9, 2012; (ii) resolve on the allocation of net income for the fiscal year ended December 31, 2011 and distribution of dividends; (iii) define the maximum annual overall compensation of the Company s Management for current fiscal year.
2 RESOLUTIONS: After examination and discussion, attending shareholders resolved: (i) approve by unanimous vote, with the abstention of shareholders Emerging Markets Small Capitalization Equity Index Non-Lendable Fund, Emerging Markets Small Capitalization Equity Index Non-Lendable Fund B, Ishares MSCI Brazil Small Cap Index Fund and Ishares MSCI Emerging Markets Small Cap Index Fund, the Management s accounts, the financial statements for the fiscal year ended December 31, 2011 accompanied by the Annual Management Report and Independent Auditors Report, as approved by the Board of Directors in a meeting held on March 9, 2012 and as published in the edition of the Official Gazette of the State of São Paulo and Valor Econômico newspaper of March 14, 2012; (ii) approve by unanimous vote the proposal for allocation of the Company s net income for the fiscal year ended December 31, 2011, which determined a net income of three hundred, twenty-eight million, nine hundred, sixty-seven thousand, three hundred and sixty reais (R$328,967,360.00), as follows: (a) five percent (5%) of net income, in the amount of sixteen million, four hundred, forty-eight thousand, three hundred and sixty-eight reais (R$16,448,368.00) to create a legal reserve; (b) twentyfive percent (25%) of the net income, after legal adjustments, in the amount of seventy-eight million, one hundred, twenty-nine thousand, seven hundred and fortyeight reais (R$78,129,748.00), as dividends to be paid to shareholders owning common shares issued by the Company on this present date, until July 31, 2012, at the discretion of the Company s Management, without monetary restatement between present date and the payment date; and (c) the remaining balance of profits, in the amount of two hundred, thirty-four million, three hundred, eighty-nine thousand, two hundred and forty-four reais (R$234,389,244.00) to the Expansion Reserve, pursuant to Article 34, item f of the Company s Bylaws; and (iii) approve by unanimous vote with the abstention of shareholders AKA Sul America FIA, Sul America Total Return FIA, Sul America FIA IBOVESPA Ativo, Sul America Long&Short Fundo de Investimento Multimercado, Sul America Multicarteira Prev FI Multimercado and Sul America Avião Prev FIM, the maximum limit of annual overall compensation of the Company s Management up to twelve million reais (R$12,000,000.00) for current year, and the Board of Directors shall resolve on the sharing of compensation among the members of the Board of Directors and Board of Executive Officers. (iv) as requested by shareholders Mercury International Investments LLC, BRESSER AÇOES FIA, BRESSER HEDGE FIM, BRESSER HEDGE PLUS FIM, NORGES BANK, VBI EXCLUSIVO AÇÕES FUNDO DE INVESTIMENTO, VICTOIRE BRASIL INVESTMENT FUNDS, LATAM LONG ONLY, LLC, VICTOIRE BRAZIL FUND LLC - BNY MELLON SF DTVM SA, VICTOIRE LONG SHORT CSHG MASTER FD
3 INVESTIMENTO MULTIMERCADO, VICTOIRE SELECTION AÇÕES - FUNDO DE INVESTIMENTO, representing the quorum required by applicable rules, the Company s Fiscal Council was installed for the 2012 fiscal year. The following members were elected by unanimous vote: Sitting Members: (a) Paulo Chede Mattar, Brazilian citizen, divorced, business administrator, resident in the city and state of São Paulo at Rua Henrique Schaumann, 1121, identity card (RG) SSP/SP and individual taxpayer register (CPF/MF) ; (b) Antonio Mounir Maalouli, Brazilian citizen, married, attorney, resident in the city and state of São Paulo at Rua Carlos de Souza Nazareth, 276, identity card (RG) SSP/SP and individual taxpayer register (CPF/MF) ; and (c) Jorge Michel Lepeltier, Brazilian citizen, legally separated, economist and bachelor s degree in accounting, resident and domiciled in the city of Mairiporã, state of São Paulo, at Rua Particular, sem número, identity card (RG) and individual taxpayer s register (CPF/MF) , elected by minority shareholders. Deputies: respectively (a) Rogério Antonio Eduardo Abinader, Brazilian citizen, legally separated, engineer, resident in the city and state of São Paulo at Rua Teixeira da Silva, 660, identity card (RG) SSP/SP and individual taxpayer s register (CPF/MF) ; (b) Alvim Gilmar Franchischetti, Brazilian citizen, divorced, accountant, resident in the city of Guarulhos, state of São Paulo at Rua Ismael Manoel da Silva, 135, identity card (RG) X SSP/SP and individual taxpayer s register (CPF/MF) ; and (c) Massao Fábio Oya, Brazilian citizen, married, bachelor s degree in financial management and controllership, resident and domiciled in the city of Atibaia, state of São Paulo, at Rua Benedito de Almeida Bueno, 526, identity card (RG) and individual taxpayer s register (CPF/MF) The members of the Fiscal Council, both sitting and deputy members, shall take office within thirty (30) days as of this date after submitting evidence to the Board of Directors that the requirements provided for in Article of Law 6.404/76 have been met, as well as following the signature of the Instrument of Investiture and Statement of Adhesion to the Novo Mercado Rules of BM&F BOVESPA S.A. Securities, Commodities and Futures Exchange, which shall be drawn up in the Book of Minutes of the Company s Fiscal Council s Meetings. The Fiscal Council s members elected herein declare, under the penalties of law, they comply with all the requirements provided for in Article 147 of Law 6,404/76 for its investiture as members of the Company s Fiscal Council. Pursuant to Article 162, Paragraph 3 of Law 6,404/76, the shareholders approved by unanimous vote, the monthly individual compensation of sitting members of the Fiscal Council corresponding to ten percent (10%) of average compensation attributed to each officer of the Company, not including benefits, procuration fees and profit sharing.
4 CLARIFICATIONS: The drawing up of these present minutes was authorized in the summary format, pursuant to Article 130, Paragraph 1 of the Brazilian Corporation Law, as well as the publication of these minutes ommitting the signature of shareholders, pursuant to Paragraph 2, Article 130 of same Law. CLOSURE, DRAWING UP, APPROVAL AND SIGNATURE OF THE MINUTES: There being no further business to discuss, and after the Chairman offered the floor to anyone who intended to speak, as no one did, the Chairman ordered the Company s Management to execute all the procedures necessary to reflect the resolutions taken on this date. Then, the meeting was adjourned for the time necessary to draw up these minutes, which were then read, approved and signed by all attending shareholders. Presiding Board Mr Ernesto Zarzur; Secretary: Antonio Emilio C. Fugazza; Shareholders: EZ Participações Ltda, SMM Participações Ltda, GAR Participações Ltda, HPC Participações Ltda, SZA Participações Ltda, Mapeca Participações Ltda, LMR Participações Ltda, MFT Participações Ltda, Valey Participações Ltda, VJR Participações Ltda, by João Ricardo de Azevedo Ribeiro, Mosaico Fundo de Investimento em Ações, by Roberto Knoepfelmacher, AKA Sul America FIA, Sul America Total Return Fia, Sul America Fia Ibovespa Ativo, Sul America Long&Short Fundo De Investimento Multimercado, Sul America Multicarteira Prev Fi Multimercado, Sul America Avião Prev Fim, BY Igor Beltrami Hummel, MERCURY INTERNATIONAL INVESTMENTS LLC, BRESSER ACOES FIA, BRESSER HEDGE FIM, BRESSER HEDGE PLUS FIM, BY Marcus Vinicius Machado Zanetti, Victoire Long Short Cshg Master Fd Investimento Multimercado, Victoire Selection Acoes - Fundo De Investimento, Alpine Emerging Markets Real Estate Fund, The Bank Of Korea, Batterymarch Global Emerging Markets Fund, Legg Mason Gl Tr, Inc- L M Batterymarch, Emerg Markets Trust, Ishares Msci Brazil Small Cap Index Fund, Blackwell PartnersLIc, Usaa Emerging Markets Funb, Amundi Funds, Amundi, Cohen & Steers Emerging Markets Real Estate Fund, Dominion Resources Inc. Master Trust, Driehaus Companies Profit Sharing Plan And Trus, Fidelity Ad S Viii: Fidelity Ad Gl Capital App F, Emerging Markets Small Capit Equity Index Non- Lendable Fund, Brunei Investment Agency, The Pension Reserves Investment Manag Board, Emerging Mark Small Capitalizat Equity Index Non-Lenda Fd B, Public Employees Retirement System Of Ohio, Ishares Msci Emerging Markets Small Cap Index Fund, William Blair Emerging Markets Small Cap Growth Fund, Dte Veba Master Trust, Globeflex International Partners Lp, College Retirement Equities Fund, Japan Trustee Services Bk, Ltd. Re: Rtb Nikko Bea Mother Fd, Pensionskassernes Administration A/S, Schwab International Core Equity Fund, Famandsforeningen Pensam Invest Psi 50 Emerg Market Aktier, National Council For Social Security Fund, Dte Energy Comp Affiliates Employee Benefit Plans Master Tru, Univ Of Pittsburgh Medical Center System, Schroder International Selection Fund, Ford Motor Co Defined Benef Master Trust, Mgi Funds PIc, Ministry Of Strategy And
5 Finance, Pim Investments Inc., Principal Life Insurance Company, SPDR S&P Emerging markets Small Cap Etf, SSGA Active Ems Cap Sec Lending Qib Common Trust Fund, SSGA Msci Emerging Mkt Small Ci Non Lending Common Trt Fund, State Street Emerging Markets, SSGA Spdr Etfs Europe I Plc, Vanguard Total International Stock Index Fd, A Se Van S F, Xerox Corporation Retirement & Savings Plan, Norges Bank, Vbi Exclusivo Ações Fundo de Investimento, Victoire Brasil Investment Funds, Latam Long Only, Llc, Victoire Brazil Fund Llc - Bny Mellon Sf Dtvm S.A, by Alexandre de Freitas Nunes, Solidus FIA, FIA Alfa,Solidus FIM Longo Prazo,p. Débora de Souza Morsch, Clube de Investimento Capital, Clube de Investimento HAYP, Clube de Investimento, Metusalah, Clube de Investimento HIKE, Clube de Investimento MED Invest RS,Clube de Investimento HILL, Clube de Investimento HICK, Clube de Investimento Cosmos, Clube de Investimento Madelu, Clube de Investimento KIKLOS, Clube de Investimento HOPE, Clube de Investimento SALT, Clube de Investimento FAIXA AZUL, Clube de Investimento Graphus Premium, Small Caps Solidus Clube de Investimento, Clube de Investimento Família em Ações, Clube de Investimento Graphus Stock, Clube de Investimento Focus, Clube de Investimento Lyndos, Clube de Investimento JAL, Clube de Investimento PAZ, Clube de Investimento GOMES, Clube de Investimento Metropolis,Clube de Investimento Wall Street, Clube de Investimento Mobycenter, Clube de Investimento DIPEX, Clube de Investimento JUTHAMA, Clube de Investimento ALVO Clube de Investimento VITA, Clube de Investimento Continental, Clube de Investimento Centauro do Pampa, Clube de Investimento Centuria, Clube de Investimento KGL Clube de Investimento Falcone, Clube de Investimento Schild, Clube de Investimento Katana, Clube de Investimento Funsol,by Rafael de Souza Morsch. Presiding Board: Ernesto Zarzur Chairman Antonio Emílio C. Fugazza Secretary