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This excerpt taken from the PDA 6-K filed May 4, 2009. DATE,
TIME AND PLACE:
April 30 2009 at 3:00 p.m. at the Company’s registered offices at Av.
Escola Politécnica, 760 in the city and state of São Paulo-SP. QUORUM: Shareholders
representing 70,55% of the voting capital. Also present at the Meeting
representing the Company, the Chief Executive Officer, José Antonio do Prado
Fay and the Financial and Investor Relations Officer, Leopoldo Viriato Saboya,
Control and Planning Officer, José Mauricio Mora Puliti, and representing member
of the Fiscal Council, Attílio Guaspari. Also present were José Luiz Ribeiro de
Carvalho and Priscila Araújo Santos, representatives of KPMG Auditores
Independentes S/C. CONVENING NOTICE:
Published in the newspapers: Diário Oficial-SP and Valor Econômico-SP, editions
of April 14, 15 and 16 2009. FINANCIAL STATEMENTS:
Published in the Diário Oficial-SP and Valor Econômico-SP on March 24
2009. TABLE: Nildemar Secches,
Chairman and Ney Antonio Flores Schwartz, Secretary; AGENDA OF
THE DAY: 1. Examine and vote on the Management
Report, Financial Statements and other documents with respect to the fiscal
year ending December 31 2008, and to deliberate on the allocation of the
Company’s results; 2. Ratify the
distribution of remuneration to the shareholders, pursuant to the resolution of
the Board of Directors; 3. Elect the members
of the Board of Directors. Pursuant to CVM instructions 165 and 282, the
minimum percentage of the voting capital necessary for requesting cumulative
voting rights is 5%; 4. Elect the Fiscal
Council/Audit Committee; 5. Establish
the annual aggregate compensation for the members of management and the Fiscal
Council. RESOLUTIONS ADOPTED (approved by the most shareholders): 1. Approved the Management Report, Financial Statements
and other documents with respect to the fiscal year terminating on December 31
2008 and the allocation of the Company’s
Net Income for the Fiscal Year 2008 as follows: Net Income for the Fiscal Year R$ 77,438,052.34, Absorption of loss (pursuant to Law 11.638/07) (R$
232,107.83), Net Income to be allocated R$ 77,205,944: Legal Reserve R$ 3,860,297.23, balance
allocated to Interest on Shareholders’ Equity R$ 73,345,647.28; Balance of Net Income R$ 73,345,647.28, Utilization of the Reserve for Expansion
R$ 3,069,571.38, Total Distributed:
R$ 76,415,218.66; 2.
Ratified the resolutions of the Board of Directors ad referendum of the General Meeting, approving the payment of interest
on shareholders capital of R$ 0.37 (thirty-seven centavos) per share totaling
R$ 76,415,218.66 (seventy-six million, four hundred and fifteen thousand, two
hundred and eighteen Reais sixty-six centavos), subject to withholding tax at
source, except for shareholders that are immune or exempt, corresponding to the
free float of 206,527,618 shares, with a baseline date of April 22 2008
and ex-interest rights on April 23 2008. The payout was effected in the
following manner: (i) on August 29 2008, R$ 0.25 (twenty-five centavos) per share, for a total of R$
51,631,904.50 (fifty-one million, six hundred and thirty-one thousand, nine
hundred and four Reais and fifty centavos); and (ii) on February 27
2009, R$ 0.12 (twelve centavos) per share, totaling R$ 24,783,314.16
(twenty-four million, seven hundred and eighty-three thousand, three hundred and fourteen Reais and sixteen centavos), representing 103.9% of the net adjusted income for the fiscal year, pursuant to Article 202 of Law 6.404/76 for the purposes of the minimum mandatory dividend; 3. Elected the members of the Board of Directors with their term of office to run to the E/OGM of 2011, being thus made up of, Effective Members: Chairman, NILDEMAR SECCHES, Brazilian, widower, mechanical engineer, enrolled in the private taxpayers’ register (CPF) under number 589.461.528-34, bearer of ID card number 3.997.339-6 SSP/SP, resident and domiciled in São Paulo-SP; Vice Chairman: FRANCISCO FERREIRA ALEXANDRE, Brazilian, single, engineer and lawyer, enrolled in the private taxpayer’s register (CPF) under number 301.479.484-87, bearer of Bar Association of Alagoas (OAB/AL) ID number 4307, resident and domiciled in Rio de Janeiro-RJ; CARLOS ALBERTO CARDOSO MOREIRA, Brazilian, divorced, business administrator, enrolled in the Brazilian taxpayers’ register (CPF) under number 039.464.818-84, bearer of ID card number 8.891.984 SSP/SP, resident and domiciled in Brasilia-DF; DÉCIO DA SILVA, Brazilian, married, industrial entrepreneur, enrolled in the Brazilian taxpayers’ register (CPF) under number 344.079.289-72, bearer of ID card number 303.055 SSP/SC; JOÃO VINICIUS PRIANTI,Brazilian, married, economist, enrolled in the Brazilian taxpayers’ register (CPF) under number 248.481.818-10, bearer of ID card number 3529630 SSP/SP, domiciled and resident in São Paulo-SP; LUÍS CARLOS FERNANDES AFONSO, Brazilian, single, economist, enrolled in the Brazilian taxpayers’ register (CPF) under number 035.541.738-35, bearer of ID card number 13.611.483-0 SSP/SP, resident and domiciled in Rio de Janeiro-RJ; MANOEL CORDEIRO SILVA FILHO, Brazilian, married, business administrator, enrolled in the Brazilian taxpayers’ register (CPF) under number 253.571.747-68, bearer of ID CRA-RJ 11.458-1, resident and domiciled Rio de Janeiro-RJ; RAMI NAUMI GOLDFAJN, Brazilian, married, consultant, enrolled in the taxpayers’ register (CPF) under number 942.673.597-68 , bearer of ID card number 06873149 SSP/SP, resident and domiciled in São Paulo-SP. Alternate Members: WANG WEI CHANG, Brazilian, married, electronics engineer, enrolled in the Brazilian taxpayers’ register (CPF) under number 534.698.608-15, bearer of ID card number 3.730.889-0 SSP/SP, resident and domiciled in São Paulo-SP; JOÃO JOSÉ CAIAFA TORRES, Brazilian, married, company administrator, accountant, enrolled in the Brazilian taxpayers’ register (CPF) under number 010.570.496/20; bearer of professional ID number 10820 CRC/MG, resident and domiciled in Brasilia-DF; WILSON CARLOS DUARTE DELFINO, Brazilian, married, mechanical engineer, enrolled in the Brazilian taxpayers’ register (CPF) under number 414.597.098-53, bearer of ID card number 12.817.354 SSP/SP, resident and domiciled in Brasilia-DF; GERD EDGAR BAUMER, Brazilian, widower, company administrator, enrolled in the Brazilian taxpayers’ register (CPF) under number 005.721.609-68, bearer of ID card number 2/R 71.449/SSP-SC, resident and domiciled in Jaraguá do Sul-SC; ADIB FADEL, Brazilian, married, production engineer, enrolled in the Brazilian taxpayers’ register (CPF) under number 032.396.838-49, bearer of ID card number 4.150.060 SSP/SP, resident and domiciled in São Paulo-SP; SUSANA HANNA STIPHAN JABRA, Brazilian, economist, divorced, enrolled in the Brazilian taxpayers’ register (CPF) under number 037.148.408-18, bearer of ID card 7.366.839-4 SSP/SP, resident and domiciled in Rio de Janeiro-RJ; MAURÍCIO DA ROCHA WANDERLEY, Brazilian, married, economist, enrolled in the Brazilian taxpayers’ register (CPF) under number 001.911.777-92, bearer of ID card 07562152-4/IFP, resident and domiciled in Niterói-RJ; CLÁUDIO DA SILVA SANTOS, Brazilian, married, administrator, enrolled in the Brazilian taxpayers’ register (CPF) under number 83.463.809-10, bearer of ID card 096.666.5953 SSP/RS, resident and domiciled in São Paulo-SP; The members of the Board deemed as independent directors are Décio da Silva, João Vinicius Prianti, Manoel Cordeiro Silva Filho and Rami Naum Goldfajn, as qualified
above. The effective Directors and alternates hereby elected have declared that they are totally unencumbered pursuant to Article 147 of Law 6,404/76, for the exercise of their respective functions; 4. Elected to the Fiscal Council/Audit Committee with a term of office to run until the E/OGM of 2010, being made up of Effective Members: (i) as financial specialist and independent member: ATTÍLIO GUASPARI, Brazilian, married, engineer, enrolled in the taxpayers’ register (CPF) under number 610.204.868-72, bearer of ID card 19.799-6 issued by the Air Force Ministry, resident and domiciled in Rio de Janeiro-RJ; (ii) as independent member: OSVALDO ROBERTO NIETO, Brazilian, married, accountant, enrolled in the taxpayers’ register (CPF) under number 703.427.418-53, bearer of ID card number W/676628-S SE/DPMAF/D, resident and domiciled in São Paulo-SP; (iii) JORGE KALACHE FILHO, Brazilian, married, engineer, enrolled in the taxpayers’ register (CPF) under number 178.165.217-15, bearer of ID card 2197470 IPF, resident and domiciled in Rio de Janeiro-RJ; Alternate Members: AGENOR AZEVEDO DOS SANTOS, Brazilian, married, accountant, enrolled in the taxpayers’ register (CPF) under number 383.239.407-97, bearer of professional ID CRC-RJ number 43670-5, resident and domiciled in Rio de Janeiro-RJ; ERNESTO RUBENS GELBCKE, Brazilian, married, accountant enrolled in the taxpayers’ register (CPF) under number 062.825.718/04, bearer of ID card 2660114 SSP/SP, resident and domiciled São Paulo-SP; MAURICIO ROCHA NEVES, Brazilian, separated, accountant, company administrator, enrolled in the taxpayers’ register (CPF) under number 871.201.867-87, bearer of ID card 073.676.579 IPF/RJ, resident and domiciled in Rio de Janeiro-RJ; the effective and alternate councilors hereby elected have declared that they are totally unencumbered pursuant to Article 147 of Law 6,404/76, for the exercise of their respective functions; 5. Approved the Management of the Company’s compensation for the current fiscal year in the annual, aggregate amount of up to R$ 19,500,000.00 (nineteen million, five hundred thousand) including the additional remuneration for December 2009 for the value corresponding to one month’s fees. The payment of the minimum value established in law of 10% of the average compensation of each member of management as compensation for the members of the Fiscal Council is assured pursuant to Article 162, Paragraph 2 of Law 6.404/76. DOCUMENTS ATTACHED: 1. Shareholders Present List. DOCUMENTS FILED WITH THE COMPANY: 1. Proxy instruments granted; 2. Voting declarations. This excerpt taken from the PDA 6-K filed Mar 6, 2009. DATE, TIME AND PLACE: February 27 2009, at 11.00 a.m., at the Company’s head
office at Av. Escola Politécnica, 760,
city of São Paulo-SP. QUORUM: Shareholders
representing 73.32% of the voting capital attended the Meeting. Also present, representing the company, were Mr. José
Antônio do Prado Fay, Chief Executive Officer, Mr. Leopoldo Viriato
Saboya, Financial and Investor Relations Director, Mr. José Mauricio Mora
Puliti, Planning and Controller Director, the following member of the Fiscal Council:
Mr. Attílio Guaspari. Also present was Ms. Carla Bellangero,
representing KPMG Auditores
Independentes S/C, the firm responsible for preparing the valuation of the book
value of Perdigão
Agroindustrial S.A., followed by the incorporation by Perdigão S.A. NOTICE OF CONVENING: Published in the following newspapers: Diário
Oficial-SP and Valor Econômico, on February 12, 13 and 14 of 2009. PRESIDING OFFICIALS: Nildemar Secches, Chairman, and Ney
Antonio Flores Schwartz, Secretary. AGENDA: 1. To ratify the
choice of appraising company (experts) appointed by the Board of Directors for
preparing the Book Evaluation Report of Perdigão Agroindustrial S.A. for the
purposes of its incorporation by the Company; 2. To approve the Evaluation
Report and the Protocol and Justification for Incorporation of Perdigão
Agroindustrial S.A. by Perdigão S.A.;
3. To approve the Incorporation of Perdigão Agroindustrial S.A. by Perdigão
S.A. with the consequent extinguishment of the former corporation. DECISIONS TAKEN: (approved by the most shareholders) 1. Ratification of the appointment of KPMG Auditores Independentes
S/C, the valuation firm selected by the Board of Directors to prepare the
valuation of the book value of Perdigão
Agroindustrial S.A., followed by the incorporation by Perdigão S.A.; 2. Approval
of the valuation report and of the Protocol and Justification relating by the incorporation by Perdigão S.A. which was submitted
for approval to the extraordinary general meeting of Perdigão Agroindustrial
S.A. on March 9 2009 by the appropriate corporate bodies of the company to
be incorporated on March 9 2009. 3. Approval of
incorporation of Perdigão Agroindustrial S.A. by Perdigão S.A., including the
authorization of the constitution of branches to substitute the establishments
listed in Attachment 5, with the subsequent extinction of Perdigão
Agroindustrial S.A. In light of the approval of the above-mentioned
incorporation, the incorporated company will be declared extinct following the
decision, the management of this Company being hereby authorized to take
whatever measures may be necessary to ensure that all the minutes relating to
the incorporation are properly filed and all other applicable legal
requirements complied with. DOCUMENTS ATTACHED: 1. List of
Shareholders Present. 2. Opinion of the Fiscal Council regarding the
incorporations; 3. Valuation report of Perdigão Agroindustrial S.A. 4. Protocol and Justification of the
Incorporation of Perdigão Agroindustrial S.A. by Perdigão S.A. 5. List of the branches. DOCUMENTOS FILED AT THE COMPANY: 1.
Authorized powers of attorney; 2. List of votes. CLOSING:
These minutes, having been drawn up, read and approved, were signed by those
present. (Authorization to publish these minutes omitting the names of the
shareholders present, as provided for under Article 130, 2nd paragraph of Law Nr. 6,404/76). São Paulo-SP, February 27 2009. NILDEMAR SECCHES,
Chairman; NEY ANTONIO FLORES SCHWARTZ, Secretary. Shareholders
Present: PETROS - Fund. Petrobrás Seg. Soc., FUND
SISTEL SEGURIDADE SOCIAL, PRAT 25 FIM, SHAN BAN CHUN, FUNDO DE INV EM ACOES
ACAO, FUND VALE R DOCE SEG SOC VALIA, CAIXA PREVID FUNC DO BCO DO BR, WEG PART E
SERVICOS S A, GERD EDGAR BAUMER, SI VOIGT ADMINISTRADORA LTDA, MARTIN
WERNINGHAUS, DABLIUVE ADMINISTRADORA LTDA, MARCIA DA SILVA PETRY, REAL GR FUND
PREV ASS SOCIAL, NOHAD TOUFIC HARATI, HEIDI BEHNKE, NEY ANTONIO FLORES
SCHWARTZ, NILDEMAR SECCHES, FPRV1 SABIA FIM PREVIDENCIARIO, THE B O N YORK ADR
DEPARTMENT, ALAMEDA C EMPL RETIR ASSOC, ALASKA PERMANENT FUND, BGI EM MARK STR
INSIG FUND LTD, CAISSE DEPOT ET PLAC DU QUEBEC, CATERPILLAR INC MASTER RETIR T,
CATERPILLAR INC GR INSUR P T, CITIFCP, DIMENSIONAL FUNDS PLC, DIMENSIONAL FUNDS
II PLC, DIMENSIONAL EM MKTS FUND INC, EATON VANCE STRUCTURED EMERGING MA, EATON
VANCE TAX-MANAGED EMG MKTS FD, ELFUN DIVERSIFIED FUND, EMERGING MARKETS EQUITY
TRUST 4, EMERGING MARKETS SOCIAL CORE PORTF, EMERGING MARKETS SUDAN FREE EQUITY
INDEX
This excerpt taken from the PDA 6-K filed Jan 8, 2009. DATE, TIME AND PLACE: December 18 2008, at 3.00 p.m., at the Company’s head office
at Av. Escola Politécnica, 760, city of
São Paulo-SP. QUORUM: Shareholders representing
70,56% of the voting capital attended the Meeting. Also present, representing the company, were
José Antônio do Prado Fay, Chief Executive Officer, and the following member of
the Fiscal Council: Attílio Guaspari. Also present was Ms. Carla
Bellangero, representing KPMG Auditores
Independentes S/C, the firm responsible for preparing the valuations of the
book value of Perdigão Agroindustrial S.A., Perdigão
Agroindustrial Mato Grosso Ltda., Batávia S.A. Indústria de Alimentos and Maroca & Russo Indústria e
Comércio Ltda. split-off of Perdigão Agroindustrial S.A., followed by
the incorporation by Perdigão S.A. NOTICE
OF CONVENING: Published in the
following newspapers: Diário Oficial-SP, on November 28 and 29 and on December 2
2008, and Valor Econômico-SP, on November 28 and on December 1 and 2
2008. PRESIDING OFFICIALS: Nildemar Secches,
Chairman, and Ney Antonio Flores Schwartz, Secretary. AGENDA: 1. To ratify the
appointment of the valuation firm (appraisal experts) selected by the Board of
directors to prepare the valuation of the book value of Perdigão Agroindustrial
S.A. (“Agroindustrial”), Perdigão Agroindustrial Mato Grosso Ltda. (“Mato Grosso”), Batávia S.A.
Indústria de Alimentos (“Batávia”) and
Maroca & Russo Indústria e Comércio Ltda. (“Maroca”), for the purpose of the partial split-off of Agroindustrial, followed
by the incorporation by Perdigão S.A. of Mato Grosso, Batávia and Maroca; 2. To
approve the valuation reports and the Protocol and Justification relating to
the partial split-off of Agroindustrial, and the attribution of its net assets,
consisting of its investments in Mato Grosso, Batávia and Maroca, net of its
liabilities, consisting of debt, accounts payable and inter-company loans from
Perdigão S.A. (Partial Split-off), followed by the incorporation by Perdigão
S.A. of Mato Grosso, Batávia and
Maroca; 3. To approve the Partial Split-off and the incorporation by Perdigão
S.A. of Mato Grosso, Batávia
and Maroca, and the subsequent extinction of these companies. DECISIONS TAKEN: 1. Ratification of the appointment of KPMG Auditores Independentes, the valuation firm
selected by the Board of Directors to prepare the valuation of the book value
of Perdigão Agroindustrial S.A., Perdigão Agroindustrial Mato Grosso Ltda., Batávia S.A. Indústria de
Alimentos
and Maroca & Russo Indústria
e Comércio Ltda., for the purpose of the partial split-off of Perdigão
Agroindustrial S.A. and the incorporation of the split-off portion by the
Company, followed by the incorporation by Perdigão S.A. of Perdigão Agroindustrial Mato Grosso Ltda., Batávia S.A. Indústria de
Alimentos
and Maroca & Russo Indústria
e Comércio Ltda., which was submitted for approval to the extraordinary
general meeting of Perdigão Agroindustrial S.A. on November 27 2008 and
which is to be submitted to the appropriate corporate bodies of the companies
to be incorporated on December 31 2008;
2. Approval
of the valuation reports and of the Protocol and Justification relating to the partial spin-of of Agroindustrial, with the
attribution of its net assets, consisting of its investments in Mato Grosso,
Batávia and Maroca, net of its liabilities consisting of debt, accounts payable
and inter-company loans from Perdigão S.A. (Partial Split-off), followed by the
incorporation of Mato Grosso, Batávia and Maroca by Perdigão S.A., to be
submitted for approval, on December 31 2008, of the appropriate corporate
bodies of the companies to be incorporated. 3. Approval of the Partial
Split-off and the incorporation by Perdigão S.A. of Mato Grosso, Batávia and
Maroca, with the subsequent extinction of these companies; Ratification of the
decision of the Board of Directors, which, in the minutes of 09th/2008 ordinary meeting held on October 28 2008,
registered in the São Paulo state Board of Trade under Nr. 371.612/08-1,
authorized the constitution of branches to
This excerpt taken from the PDA 6-K filed May 20, 2008. DATE, TIME AND PLACE: April 30 2008 at 11:00 a.m.
at the Company’s registered offices at Av. Escola Politécnica, 760 in the city
and state of São Paulo-SP. QUORUM: Shareholders representing 67.63% of the
voting capital. Also present at the Meeting representing the Company,
the Chief Executive Officer, Nildemar Secches and the Chief Financial Officer
and Director of Investor Relations, Wang Wei Chang, and the members of the
Fiscal Council, Attílio Guaspari, Ivan Mendes do Carmo and Vanderlei Martins.
Also present was Ms. Carla Bellangero, representative of KPMG Auditores
Independentes S/C, independent auditors of the Company. CONVENING NOTICE: Published in the
newspapers: Diário Oficial-SP, editions of April 12, 15 and 16 2008 and
Valor Econômico-SP, editions of April 14, 15 and 16 2008. FINANCIAL STATEMENTS: Published in the Diário Oficial-SP on February 27
2008 and Valor Econômico-SP on February 26 2008. TABLE: Nildemar Secches, President and Ney
Antonio Flores Schwartz, Secretary; AGENDA: 1. Examine and vote on the Management
Report, Financial Statements and other documents with respect to the fiscal
year ending December 31 2007, and to deliberate on the allocation of the
Company’s results; 2. Ratify the
distribution of remuneration to the shareholders, pursuant to the resolution of
the Board of Directors; 3. Deliberate
on the proposal to amend subsection 4 of Article 32 of the Bylaws of the
Company, modifying the constitution of the reserve for expansion. 4. Ratify the increases in the capital stock approved within
the capital limit authorized by the meetings of the Board of Directors held on December 18
2007, January 14 2008 and February 21 2008, with respect to the
ratification of the public share subscription and to the incorporation of
shares, with the consequent statutory amendment (caption sentence to Article 5
of the Bylaws); 5. Election of 1 member to the
Board of Director together with his alternate.
6. Elect the Fiscal
Council/Audit Committee; 7. Set
the annual and global compensation for the members of management and the Fiscal
Council; 8. Ratify the annual and global
remuneration of the management of the Perdigão Companies; 9. Ratify
the choice of appraising company (experts) appointed by the Board of Directors
for the preparation of the book Valuation Report of Eleva Alimentos S. A. for
the purposes of its merger with the Company; 10. Approve
the Valuation Report, Protocol and Justification and the merger of Eleva
Alimentos S.A. with Perdigão S.A.; 11. Ratify the
payment of interest on shareholders’ equity as per resolution of the Board of
Directors and the Fiscal Council at a meeting on April 11 2008. RESOLUTIONS ADOPTED This excerpt taken from the PDA 6-K filed May 2, 2007. DATE, TIME AND PLACE:
April 12, 2007 at 11:00 a.m. at the Company’s registered offices at Av. Escola
Politécnica, 760 in the city and state of São Paulo-SP. QUORUM: Shareholders representing 67% of the voting
capital. Also present at the Meeting representing the Company, the Chief
Executive Officer, Nildemar Secches and the Chief Financial Officer, Wang Wei
Chang, and representing members of the Fiscal Council, Attílio Guaspari and
Vanderlei Martins. Also present, Luiz
Carlos Passetti, representative of Ernst & Young S/C, independent auditors
of the Company. CALL NOTICE:
Published in the newspapers: Diário Oficial-SP and Valor Econômico-SP, on
February 27 and 28, 2007 and on March 1,
2007. FINANCIAL STATEMENTS: Published in the
Diário Oficial-SP and Valor Econômico-SP on February 27, 2007. ON MOTION: Eggon João da Silva, Chairman
and Ney Antonio Flores Schwartz, Secretary; AGENDA:
1. To examine and vote the
Management Report, Financial Statements as well as other documents for the
fiscal year ending December 31, 2006, and to deliberate on the allocation of
results and ratify the distribution of shareholders remuneration, as per
resolution of the Board of Directors; 2. To
deliberate on the proposal to alter the following articles and/or their
paragraphs or items of the Company’s
Bylaws: Article 20 and Article 44 for the inclusion of the sole paragraph; 3. Election of the Board of Directors.
Pursuant to CVM Instructions 165 and 282, the minimum percentage of voting
capital required for the adoption of the multiple voting procedure is 5%; 4. Election of the Fiscal Council/Audit
Committee; 5. Set the annual and
global compensation for management and members of the Fiscal Council; 6. Ratify
the compensation of the management of the Perdigão companies. | EXCERPTS ON THIS PAGE:
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