Bematech S.A. Manual for the participation of Shareholders in the 41 st Extraordinary Shareholders Meeting and Form of Proxy

Transcrição

1 Bematech S.A. Manual for the participation of Shareholders in the 41 st Extraordinary Shareholders Meeting and Form of Proxy March 18,

2 Table of Contents: 1. Message from the Board of Directors Message from the Investor Relations Officer Date, Hour and Place of the 41 st Extraordinary Meeting Procedures and Terms Matters to be resolved in the 41 st Extraordinary Meeting Copy of the Call Notice Form of Proxy

3 1. Message from the Board of Directors Dear Shareholders, It is with pleasure that we invite you to participate in the 41 st Extraordinary Shareholders Meeting of Bematech S.A., called for March 18, 2009, at 11:00 am, at the Company headquarters, located at Avenida Rui Barbosa, No. 2529, Módulos 07 and 08, São José dos Pinhais, State of Paraná, Brazil. The matters to be resolved in the Shareholders Meeting are described in the Call Notice and also in this Manual. For the installation of the Extraordinary Shareholders Meeting, the attendance of shareholders representing at least 2/3 of the Company s share capital shall be necessary. In the event that said quorums are not achieved, a second call will be needed on a date to be defined. We would like to remind you that the Company s By-laws (Article 18) sets forth that, in order to take part in the Shareholders Meeting, you shall deposit in the Company, within at least 2 business days prior to said Meeting: (i) the receipt issued by the financial institution depositary of the book-entry shares to which it holds title or which are held in custody, pursuant to article 126 of Law No. 6404/76, and; (ii) the instrument of power of attorney in the event of representation in accordance with the sample made available herein. Your participation in the 41 st Extraordinary Shareholders Meeting and your vote are of fundamental importance. Sincerely yours, Board of Directors Bematech S.A. 3

4 2. Message from the Investor Relations Officer Dear Shareholders, The purpose of this Manual is to gather, in only one document, all the information and clarifications in regard to the 41 st Extraordinary Shareholders Meeting of Bematech S.A., thus making the access to said information and clarifications easy. It is important to highlight that Bematech, in line with the best practices in corporate governance, as of this 41 st Extraordinary Shareholders Meeting, will offer its shareholders the possibility to participate and vote with total comfort through the Assembleias Online system (please see item 4 of the manual). You will be able to find herein, amongst other information: The date, time and place of the Meeting; Necessary procedures previous to the Meeting; The matters to be resolved in the respective Meeting; A Copy of the Call Notice; The sample power of attorney, in case you need to be represented by an attorney-in-fact. I hope this Manual can be useful for the clarification of any doubts concerning the Meeting, and we shall remain at your disposal for any other clarifications that may be necessary. We are joining efforts so as to instate the Meeting at first call, and therefore, we count on your participation. Thank you very much, Luciano Sfoggia Executive Vice-President of Finance and Investor Relations 4

5 3. Date, Hour and Place of the 41 st Extraordinary Shareholders Meeting Date: March 18, 2009 Hour: 11:00 AM Place: Company s Headquarters, located at Avenida Rui Barbosa, 2529, Módulos 07 and 08, in the city of São José dos Pinhais, state of Paraná. 5

6 4. Procedures and Terms In order to participate in the 41 st Extraordinary Shareholders Meetings, the Shareholders shall deposit, in the principal place of business, within two (2) days prior to the date of the Meetings: (i) a receipt issued by the financial institution depositary of the book-entry shares to which it holds title or which are held in custody; and (ii) the instrument of power of attorney duly drawn up and signed, in the event of representation of the shareholder by an attorney-in-fact. The documents above shall be submitted in the original, or simple copy, and may be sent by mail, facsimile, or , within two (2) days prior to the Meeting. The shareholders may attend the Meetings in person, or be represented by an attorney-in-fact by means of a power of attorney. In order to make your participation in the Meetings easier by means of a power of attorney, you may use the sample power of attorney attached hereto (see item 7 hereof) and appoint the business executive nominated by the Company, whose data follows below: MARCELO LOMONACO COPPLA, Brazilian, married, electrical engineer, with offices at Avenida João Gualberto No. 1259, 6th floor, in the city of Curitiba, state of Paraná, bearer of Identity Card RG No /PR and enrolled with the Individual Taxpayers Register of the Ministry of Finance under CPF/MF No According to the Notice to the Market published on January 23, 2009, and the Call Notice of the 41 st Extraordinary Shareholders Meeting, the Company was the first to join the Assembleias Online system, with the objective of facilitating and encouraging shareholders participation. In order to vote via Assembleias Online, shareholders must register at the following address: to obtain (free of charge) a digital certificate. To do so, please follow these steps: Step 1 Register on the website a) Go to: and select the appropriate profile (individual shareholder or company); 6

7 b) Fill in the registration form and click on the Register button at the bottom of the page to send it; Step 2 Reception of the private digital certification a) Within 24 hours, you will receive an from the Assembleias Online website, with instructions on how to log in to the system and print your Instrument of Agreement, Ownership and Liability, which you need in order to use the system and request your digital certification. The printed instrument should be signed (notarized and certified by your consulate) and sent via mail to "Cadastro Assembleias Online, along with notarized copies of your ID card (RG) Taxpayer s ID (CPF) and proof of residence (the same address given in the registration form). Your only cost is for the documentation, which is valid for 12 months. b) As soon as the documentation is validated by Assembleias Online, you will receive an with the procedures for obtaining your Assembleias Online Digital Certificate. c) After the certificate is issued, you will be authorized to vote in Bematech s shareholders meetings. After the registration process is concluded, all validated shareholders will have until 2 (two) business days before the date of the meeting to register their vote through the system. Should you have any doubts, please contact: Andre Menezes Investor Relations Manager, telephone number: , ri@bematech.com.br. Address of the Principal Place of Business: Avenida Rui Barbosa No. 2529, Suites 07 and 08, in the City of São José dos Pinhais, State of Paraná, Postal Code Fax:

8 5. Matters to be resolved in the 41 st Extraordinary Shareholders Meeting Summary of the Agenda: To approve the creation of a statutory reserve, named Share Buy Back Reserve, with a consequent alteration of the Company s Bylaws, being that the referred reserve will be created with the objective of acquiring shares issued by the Company pursuant to the share buy back program in effect and/or new programs that may be approved by the Board of Directors, and that it may receive up to 30% (thirty percent) of the year s net income, adjusted according to Article 202 of the Corporate Law, in an amount which cannot exceed 15% (fifteen percent) of the Company s shareholders equity. 8

9 6. Copy of the Call Notice Published in the issues of March 3 rd, 4 th and 5 th, 2009 of the Official Gazette of the State of Paraná, the Jornal Indústria & Comércio and Valor Econômico São Paulo Issue. 9

10 7. Modelo de Procuração PROCURAÇÃO [ACIONISTA], [QUALIFICAÇÃO] ( Outorgante ), nomeia e constitui como seu procurador o Sr. [NOME], [NACIONALIDADE], [ESTADO CIVIL], [PROFISSÃO], com Carteira de Identidade RG nº [ ], inscrito no CPF/MF sob o nº [ ], residente e domiciliado na cidade de [ ], estado de [ ], na Rua [ ], [NÚMERO], para representar a Outorgante, na qualidade de acionista da Bematech S/A, ( Companhia ), na 41ª Assembleia Geral Extraordinária da Companhia, a ser realizada em primeira convocação no dia 18 de março de 2009, às 11:00hs, e se necessário em segunda convocação em data a ser informada oportunamente, na sede da Companhia, localizada na Avenida Rui Barbosa, 2529, Módulos 07 e 08, na Cidade de São José dos Pinhais, Estado Paraná, podendo examinar, discutir e votar em nome da Outorgante, em conformidade com as orientações estabelecidas abaixo, acerca da seguinte matéria constante da Ordem do Dia: Ordem do Dia: Aprovar a criação de uma reserva estatutária, denominada Reserva para Recompra de Ações, com a conseqüente reforma do Estatuto Social, sendo que a referida reserva terá por finalidade a aquisição de ações de emissão da própria Companhia no âmbito do programa de recompra de ações vigente e/ou novos programas que venham a ser aprovados pelo Conselho de Administração, podendo ser destinado para tal reserva até 30% (trinta por cento) do lucro líquido do exercício, ajustado na forma do disposto no artigo 202 da Lei das Sociedades por Ações, cujo valor não poderá ultrapassar 15% (quinze por cento) do patrimônio líquido contábil da Companhia. 7. P.O.A. Template POWER OF ATTORNEY [SHAREHOLDER], [IDENTIFICATION], ( Grantor ) hereby appoints and constitutes Mr. [NAME], [CITIZENSHIP], [MARITAL STATUS], [PROFESSION] with Identity Card N. [ ], enrolled with CPF/MF under N. [ ], resident and domiciled in the City of [ ], State of [ ], at [ADDRESS], to represent Grantor, in its capacity as shareholder of Bematech S/A ( Corporation ), in the 41 st Extraordinary Shareholders Meeting to be held on first call on March 18, 2009 at 11:00 hours, and if necessary on second call on a date to be duly informed, at the Company s headquarter located ata Avenida Rui Barbosa, 2529, Módulos 07 e 08, in the city of São José dos Pinhais, State of Paraná, to exam, discuss and vote on behalf of Grantor, in accordance with the voting instructions established below, concerning the following Agenda: Agenda: To approve the creation of a statutory reserve, named Share Buy Back Reserve, with a consequent alteration of the Company s Bylaws, being that the referred reserve will be created with the objective of acquiring shares issued by the Company pursuant to the share buy back program in effect and/or new programs that may be approved by the Board of Directors, and that it may receive up to 30% (thirty percent) of the year s net income, adjusted according to Article 202 of the Corporate Law, in an amount which cannot exceed 15% (fifteen percent) of the Company s shareholders equity. 10

11 A favor ( ) Contra ( ) Abstenção ( ) Para os fins da outorga deste mandato, o procurador terá poderes limitados ao comparecimento à Assembleia Geral Extraordinária e ao lançamento de voto em conformidade com as orientações de voto acima manifestadas, não tendo direito nem obrigação de tomar quaisquer outras medidas que não sejam necessárias ao cumprimento deste mandato. O procurador fica autorizado a se abster em qualquer deliberação ou assunto para o qual não tenha recebido, a seu critério, orientações de voto suficientemente específicas. O presente instrumento de mandato tem prazo de validade de 2 (dois) meses, a partir da presente data. [Cidade], [dia] de [mês] de Outorgante Por: (assinatura) In favour ( ) Against ( ) Abstain ( ) For purposes of this power-of-attorney, the attorney-in-fact shall only have limited powers to attend the Extraordinary Shareholders Meeting and to vote in accordance with the voting instructions given above. The attorney-in-fact shall not have the right or the obligation to take any other measures, except those necessary for compliance with the terms of this power-ofattorney. The attorney-in-fact is hereby authorized to abstain from voting in any resolution or matter that, at its own discretion, he/she has not received duly specified voting instruction. This present power-of-attorney shall be valid for a term of 2 (two) months, as from the date hereof. [City], [Month], [date] Grantor By: (signature) 11