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Minutes of the Extraordinary Shareholders Meeting

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FIBRIA CELULOSE S.A. CNPJ/MF n.º 60.643.228/0001-21 NIRE 35.300.022.807 (a publicly held company) MANAGMENT PROPOSAL São Paulo, October, 23, 2014. Dears Sirs, The management of FIBRIA CELULOSE S.A. (“FIBRIA” or “Company”) submits to its shareholders’ appreciation its proposal for the matters that shall be deliberated on the Extraordinary Shareholders’ Meeting, to be held on November 10, 2014 (“AGE”), in accordance with the conditions proposed a
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    FIBRIA CELULOSE S.A. CNPJ/MF n.º 60.643.228/0001-21  NIRE 35.300.022.807 (a publicly held company) MANAGMENT PROPOSAL São Paulo, October, 23, 2014. Dears Sirs, The management of FIBRIA CELULOSE S.A.   (“FIBRIA” or “Company”) submits to its shareholder  s’ appreciation its proposal for the matters that shall be deliberated on the Extraordinary Shareholders’ Meeting, to be held on November 10, 2014 (“AGE”), in accordance with the conditions proposed above (“Proposal”). General Considerations All the information and documents referred to in this Proposal and provided in articles 10 and 11 of CVM Ruling n. 481, of December 17, 2009 (“ICVM 481/2009”),  as per in Exhibit I and Exhibit II, respectively, are available to the shareholders at the Company’s headq uarters and on the Company’s webpage ( www.fibria.com.br/ri); on the Brazilian Exchange and Securities Commission’s website (www.cvm.gov.br ); e da BM&FBOVESPA (www.bmfbovespa.com.br ), for consulting. The Exhibit I, containing the information referring to the sitting and alternate members of the Board of Directors, was drafted in compliance with article 10 of CVM Ruling n. 481/2009 and with items 12.6 to 12.10 of the Company’s Reference Form, under the CVM Ruling 480/2009 terms. The Exhibit II , containing the Company headquarters’ address change proposal, with the consequent amendment of Article 2 of the Bylaws, was drafted in compliance with article 11 of CVM Ruling 481/2009. We remain at your disposal for any further clarifications that would be made necessary. Yours Faithfully, José Luciano Duarte Penido Chairman of the Board of Directors    EXHIBIT I  Exhibit drafted in compliance with article 10 of CVM Ruling 481/2009 and with items 12.6 to 12.10 of Company’s Reference Form, under the CVM Ruling 480/2009 terms . Due to the resignations presented by Messrs. Samuel de Paula Matos, to the Board of Directors’ alternate member     position, and Alexandre Silva D’Ambrósio, to the position of Boar  d of Directors’ sitting member, as registered in the Board of Directors’ Meeting held on September 25, 2014 and October 23, 2014, the Board of Directors has elected, ad referendum of General Shareholders’ Meeting : (a) Mr. Julio Sergio de Souza Cardozo , Brazilian, married, accountant, bearer of the identity card RG n. 1.845.165 issued by IFP RJ, and enrolled in the CPF/MF under the n. 005.985.267-49, resident in Av. Jandira 185  –   Apt. 184-A, Moema, in the City and State of São Paulo, CEP 04080-000, for the position of alternate member of the sitting member, Mr. Carlos Augusto Lira Aguiar, having been the referred alternate member taken the office at October 1 st , 2014; and (b) Mr. João Henrique Batista de Souza Schmidt , Brazilian, married, manager, bearer of the identity card RG n. 6.266.530-0, issued by SSP/PR and enrolled in the CPF/MF under the n. 005.032.489-67, resident and domicilied in the City and State of São Paulo, with  businesss address at Amauri Street, 255, 13 th  floor, CEP 01448-000, for the positon of Boa rd of Directors’ sitting member, having been the referred alternate member taken the office on this date. The above mentioned members shall accomplish the Board of Directors mem  bers’ current term of office, elected at the Extraordinary and Ordinary Shareholders’ Meeting held on April 26, 2013, that shall be remain in their positions and shall fulfill the referred term of office of 2 years until the Ordinary Shareholders’ Meeting to be held on the 2015 fiscal year. Accordingly, the management submits to the General Shareholders’ Meeting the proposal to ratify the election of Mr. Julio Sergio de Souza Cardozo  and Mr. João Henrique Batista de Souza Schmidt,  as the Company Board of Directors’ alternate and sitting members, respectively. Once approved the election ratification of the members above mentioned, the Company’s Board of Director shall be composed in accordance with the following:    3 Name Position José Luciano Duarte Penido Chairman of the Board of Directors Maria Paula Soares Aranha Board of Directors (Alternate) Alexandre Gonçalves Silva  –   independente Board of Directors (Sitting) José Écio Pereira da Costa Júnior Board of Directors (Alternate) Carlos Augusto Lira Aguiar Board of Directors (Sitting) Julio Sergio de Souza Cardozo Board of Directors (Alternate) Eduardo Rath Fingerl Board of Directors (Sitting) Leonardo Mandelblatt de Lima Figueiredo Board of Directors (Alternate) João Carvalho de Miranda Vice Chairman of the Board of Directors (Sitting Member) Sergio Augusto Malacrida Junior Board of Directors (Alternate) João Henrique Batista de Souza Schmidt Board of Directors (Sitting) Julio Cesar Maciel Ramundo Board of Directors (Sitting) Laura Bedeschi Rego de Mattos Board of Directors (Alternate) Marcos Barbosa Pinto  –   independente Board of Directors (Sitting) Armínio Fraga Neto Board of Directors (Alternate) Raul Calfat Board of Directors (Sitting) Paulo Henrique Oliveira Santos Board of Directors (Alternate) Below, are presented the information provided in items 12.6 to 12.10 of CVM Ruling 480, of December 7, 2009, in relation to the candidates for the positions of sitting and alternate memberes of the Company’s Board of Directors.      In relation to each of the managers and members of the fiscal council of the emitter, indicate, in table form: a. name b. age c.  profession d. CPF or passport number e.  position held f. election date g. investiture   date h. mandate term i. other offices or functions exercised in the issuer  j. indication whether elected by the controlling shareholder or not Name Age Profession CPF (Tax Payer Number) Position Held Election Date Investiture Date Mandate Term Elected by the controlling shareholder? Other positions held Julio Sergio de Souza Cardozo (Birth date: August 18, 1944) 70 Accountant 005.985.267-49 Alternate Member of the Board of Directors 25.09.2014 1º.10.2014 Until Ordinary General Meeting of 2015 YES Sitting member of the   Statutory Audit Committee João Henrique Batista de Souza Schmidt (Birth date: February 16, 1979) 35 Businessman 005.032.489-67 Sitting Member of the Board of Directors 23.10.2014 23.10.2014 Until Ordinary General Meeting of 2015 YES Innovation Committee
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