Light s. A. Corporate Taxpayer's id (cnpj/MF) No. 3. 378. 521/0001-75 Company Registry (nire) No. 33. 300. 263. 16-1 Publicly-Held Company minutes of the annual and extraordinary shareholders’ meetings of light s



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Minutes of the Annual Shareholders’ Meeting of Light S.A., held on April 24, 2014 (continued).


LIGHT S.A.

Corporate Taxpayer's ID (CNPJ/MF) No. 03.378.521/0001-75

Company Registry (NIRE) No. 33.300.263.16-1

Publicly-Held Company
MINUTES OF THE ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETINGS OF LIGHT S.A., HELD CUMULATIVELY ON APRIL 24, 2014, DRAWN UP IN SUMMARY FORMAT, PURSUANT TO PARAGRAPH 1 OF ARTICLE 130 OF LAW No. 6.404/76.
1. Date, time and place: April 24, 2014, at 2:30 p.m., at the headquarters of Light S.A. (“Light” or “Company”), at Av. Marechal Floriano nº 168, parte, 2º andar, Corredor A, Centro, Rio de Janeiro, RJ.
2. Call notice: The Meetings were regularly called through Call Notices published on the issues of April 9, 10 and 11, 2014, on pages 59, 24 and on the 3rd day on pages 35 and 36, respectively, of the Official Gazette of the State of Rio de Janeiro and on pages A-13, A-3 and A-3, respectively, of Jornal do Commercio newspaper, national edition.
3. Attendance and Quorum: Shareholders representing 78.5074 % of voting capital stock, as per the signatures recorded in the Shareholders' Attendance Book, thus there being quorum to convene the Annual and Extraordinary Shareholders’ Meeting. The Chief Executive Officer, Mr. Paulo Roberto Ribeiro Pinto, the representatives of Deloitte Touche Tohmatsu Auditores Independentes, Marcelo Salvador, Regional Accountancy Council (CRC) No. 089422/O-2, and Angela Pierucci Magalhães, Identity Card No. 103829883, and of the Fiscal Council, Francisco Luiz Moreira Penna, pursuant to articles 164 and 134, paragraph 1, of Law No. 6.404/76.
4. Presiding Board: Paulo Roberto Ribeiro Pinto, Chairman. Mr. Alberto de Orleans e Bragança was appointed to serve as secretary of the Meetings.
5. Agenda:
At the Extraordinary Shareholders’ Meeting:

5.1. To resolve on the long-term incentive plan – Management’s LTI; and,

5.2. To adjust the Management’s variable compensation for the year of 2013.
At Annual Shareholders’ Meeting:

5.3. To examine the Management’s accounts, analyze, discuss and vote the Financial Statements referring to the fiscal year ended December 31, 2013;

5.4. To resolve on the proposed allocation of income for the fiscal year of December 31, 2013 and distribution of dividends;

5.5. To define the number of sitting and deputy members of the Board of Directors;

5.6. To elect sitting and deputy members of the Board of Directors;

5.7. To install the Fiscal Council and elect its sitting and deputy members;

5.8. To establish the Management’s overall annual compensation; and,

5.9. To establish the overall global compensation of the Fiscal Council members.

6. Reading of Documents, Voting and Drawing Up of the Minutes:

6.1. The following documents were made available regarding the matters to be dealt with at the Meetings: (I) Call Notices; (II) Management’s Report and Financial Statements referring to the fiscal year ended December 31, 2013, together with the Independent Auditors’ Report by Deloitte Touche Tohmatsu Auditores Independentes, published on March 20, 2014, on pages C- 2 to C-14 of the special section of Jornal do Commercio newspaper and on the pages 19 to 41 of the Official Gazette of the State of Rio de Janeiro; (III) Management’s Proposal, including: (a) the comments by the Management, pursuant to item 10 of CVM Instruction No. 480/09; (b) the Fiscal Council’s Report; (c) the proposed Allocation of income for the year ended December 31, 2013, as well as its Exhibit, pursuant to CVM Instruction No. 481/09 (Exhibit 9-1-II); (d) proposed Management’s compensation, pursuant to Item 13 of CVM Instruction No. 480/09; (e) other information about the items included in the agenda of the Shareholders’ Meetings, specially the members appointed to the Board of Directors and Fiscal Council, pursuant to items 12.6 to 12.10 of CVM Instruction No. 480/09.
The reading of the documents related to the matters to be resolved at the Meetings was suspended, by unanimous vote of the shareholders, since these documents are fully known by all shareholders of the Company.
6.2. Votes, abstentions, protests and disagreements presented were received, listed and notarized by the Presiding Board and shall be filed at the Company’s headquarters, pursuant to Article 130, paragraph 1, of Law No. 6.404/76.

7. Resolutions Taken:
7.1. The shareholders unanimously approved the drawing up of these minutes in the summary format, pursuant to paragraph 1 of article 131 of Law No. 6.404/76.
At the Extraordinary Shareholders’ Meeting:
7.2. The shareholders approved, by a majority of votes, the new Long-Term Incentive Plan of Light S.A., as previously disclosed to the shareholders, at the same category of Ghost Option, approved at the Extraordinary Shareholders’ Meeting, held on March 3, 2008, based on the financial indexes and not involving the Company’s stock options. The amount of the Plan shall not exceed twelve million, seven hundred and eighty-eight thousand, eight hundred and sixty reais (R$12,788,860.00), for four (4) years, according to the guidelines included in the Management’s Proposal.
7.3. The shareholders readjusted, by a majority of votes, the variable compensation of the fiscal year ended December 31, 2013, now up to twenty-five million, fifteen thousand, two hundred and ninety-six reais (R$25,015,296.00), due to: a) inclusion in the method of ordinary variable compensation for the Executive Board; and, b) inclusion of the extraordinary variable compensation related to the tariff revision process.

At Annual Shareholders’ Meeting:
7.4. The shareholders approved, by a majority of votes, the Management’s accounts, the balance sheet and other Financial Statements, together with Fiscal Council’s Report and Independent Auditors’ Report, all of them referring to the fiscal year ended December 31, 2013.
7.5. The shareholders approved, by a majority of votes, the Management’s proposed allocation of income for the year of 2013 and proposed Capital Budget for the year of 2014. Net income for the year of 2013 was five hundred and eighty-seven million, three hundred and thirty-four thousand, nine hundred and eighteen reais and fifty-four centavos (R$587,334,918.54), which shall be allocated as follows: (a) twenty-nine million, three hundred and sixty-six thousand, seven hundred and forty-five reais and ninety-three centavos (R$29,366,745.93) for the Legal Reserve account, corresponding to five percent (5%) of the net income for the year; (b) four hundred and seventy-two million, three hundred and eleven thousand, two hundred and eighty-two reais, ninety-six centavos (R$472,311,282.96) shall be distributed among the shareholders, of which: (I) one hundred and seven million, four hundred and seventy-three thousand, two hundred and forty-nine reais and sixty-two centavos (R$107,473,249.62) were already paid in advance, as interest on equity, on December 27, 2013; and, (II) three hundred and sixty-four million, eight hundred and thirty-eight thousand, thirty-three reais and thirty-four centavos (R$364,838,033.34), shall be paid as dividends up to December 31, 2014, and the Board of Directors shall be incumbent upon establishing the dates for the effective payment within the period considered, and shareholders included in the Common Shares Registry Book on the date of this Annual Shareholders’ Meeting shall be entitled thereto, and, (c) the remaining amount of eighty-five million, six hundred and fifty-six thousand, eight hundred and eighty-nine reais, sixty-five centavos (R$85,656,889.65) shall be allocated to the profit reserve account, based on the capital budget. In addition to the net income for the year, one hundred and ninety-four million, fifty-five thousand, three hundred and thirty-two reais and eighty-four centavos (R$194,055,332.84) shall be allocated as profit retention reserve, resulting from the balance of accumulated profits on December 31, 2013, totaling two hundred and seventy-nine million, seven hundred and twelve thousand, two hundred and twenty-two reais and forty-nine centavos (R$279,712,222.49) for the creation of the profit retention reserve in the year of 2013.
7.6. The shareholders approved, by unanimous vote, that the Board of Directors is comprised of eleven (11) sitting members and the same number of deputy members, all of them with term of office of two (2) years, which shall end at the Annual Shareholders’ Meeting to be held in 2016.
7.7. The shareholders elected, by a majority of votes, as sitting and deputy members of the Board of Directors: (a) as a sitting member Sérgio Alair Barroso, Brazilian citizen, married, economist, bearer of ID Card No. 8.100.986-0, issued by SSP/SP, Individual Taxpayer’s ID (CPF/MF) No. 609.555.898-00, domiciled in the city of Belo Horizonte, State of Minas Gerais, at Rua do ouro, nº 1186, complemento 300 Serra, CEP: 30.220-00 and his deputy member Luiz Fernando Rolla, Brazilian citizen, married, engineer, bearer of ID Card No. MG 1.389.219, issued by SSP/MG, Individual Taxpayer’s ID (CPF/MF) No. 195.805.686-34, domiciled in the city of Belo Horizonte, State of Minas Gerais, at Avenida Barbacena, 1200, 18º andar, Santo Agostinho, CEP 30190-131; (b) as a sitting member Humberto Eustáquio César Mota, Brazilian citizen, married, lawyer, bearer of ID Card No. 112.270, issued by BRAZILIAN BAR ASSOCIATION (OAB/RJ), Individual Taxpayer’s ID (CPF/MF) No. 002.067.766-91, domiciled in the City and State of Rio de Janeiro, at Avenida Ataulfo de Paiva, 153, 8º andar, Leblon, CEP 22440-032, and his deputy member César Vaz de Melo Fernandes, Brazilian citizen, married, electrical engineer, bearer of ID Card No. 27007/D, issued by CREA/MG, Individual Taxpayer’s ID (CPF/MF) No. 299.529.806-04, domiciled in the city of Belo Horizonte, State of Minas Gerais, at Avenida Barbacena, 1200, 9º andar, Santo Agostinho, CEP 30190-131; (c) as a sitting member Raul Belens Jungmann Pinto, Brazilian citizen, single, business consultant, bearer of ID Card No. 964067, issued by SSP/PE, and Individual Taxpayer’s ID (CPF/MF) No. 244.449.284-68, domiciled at Jaboatão dos Guararapes, State of Pernambuco, at Rua Journalist Edmundo Bittencourt, 90, Boa Vista, CEP 50070-590, and his deputy member Fernando Henrique Schüffner Neto, Brazilian citizen, married, engineer, bearer of ID Card No. M-1311632, issued by SSP/MG, Individual Taxpayer’s ID (CPF/MF) No. 320.008.396-49, domiciled in the city of Belo Horizonte, State of Minas Gerais, at Avenida Barbacena 1200, 18º andar, Santo Agostinho, CEP 30190-131; (d) as a sitting member Maria Estela Kubitscheck Lopes, Brazilian citizen, married, architect, bearer of ID Card No. 45280-D, issued by CREA/RJ, Individual Taxpayer’s ID (CPF/MF) No. 092.504.987-56, domiciled in the City and State of Rio de Janeiro, at Rua Alberto de Campos, 237, apto 101, Ipanema, CEP 22.411-030 and her deputy member Carmen Lúcia Claussen Kanter, Brazilian citizen, separated, architect, bearer of ID Card No. 02368660-3, issued by SSP/RJ/IFP, Individual Taxpayer’s ID (CPF/MF) No. 256.191.107-10, domiciled in the City and State of Rio de Janeiro, at Rua Santa Clara, 234, apto. 701, Copacabana, CEP 22041-010; (e) as a sitting member Djalma Bastos de Morais, Brazilian citizen, married, engineer, bearer of ID Card No. 1966100268, issued by CREA/RJ, Individual Taxpayer’s ID (CPF/MF) No. 006633526-49, domiciled in the city of Belo Horizonte, State of Minas Gerais, at Avenida Barbacena 1200, 18º andar, Santo Agostinho, CEP 30190-131, and his deputy member Wilson Borrajo Cid, Brazilian citizen, married, journalist, bearer of ID Card No. MG 412.799, issued by SSP/MG, Individual Taxpayer’s ID (CPF/MF) No. 012.340.996-91, domiciled in the city of Juiz de Fora, State of Minas Gerais, at Rua Dr. Romualdo, 520, apto. 202, São Mateus, CEP 36016-380; (f) as a sitting member José Carlos Aleluia Costa, Brazilian citizen, married, electrical engineer, bearer of ID Card No. 396749, issued by SSP/BA, Individual Taxpayer’s ID (CPF/MF) No. 017.820.375-00, domiciled in the city of Salvador, State of Bahia, at Rua Basílio Catalá Castro, 5.617 – Condomínio Quinta do Candeal – Rua B, Lote 18, Brotas, CEP 40296-730, and his deputy member José Augusto Gomes Campos, Brazilian citizen, married, physicist, bearer of ID Card No. M 3.059.793, issued by SSP/MG, Individual Taxpayer’s ID (CPF/MF) No. 505.516.396-87, domiciled in the city of Belo Horizonte, State of Minas Gerais, at Avenida do Contorno, 8123, Cidade Jardim, CEP 30110-937; (g) as a sitting member, Fabiano Macanhan Fontes, Brazilian citizen, married, bank clerk, bearer of ID Card No. 4.674.585-0, issued by SSP/PR, Individual Taxpayer’s ID (CPF/MF) No. 503.816.019-00 and domiciled in the city of Brasília, Federal District, Esplanada dos Ministérios, bloco P – 3º andar - Gabinete da SEAE, and his deputy member Carlos Antonio Decezaro, Brazilian citizen, married, businessman, bearer of ID Card No. 2.014.578.237, issued by SSP/RS, Individual Taxpayer’s ID (CPF/MF) No. 343.485.140-20, domiciled in the city of Brasília, Federal District, at SBS - Ed. Sede I – Sobreloja, CEP 70070-100; (h) as a sitting member Luiz Carlos da Silva Cantidio Júnior, Brazilian citizen, common-law marriage, businessman, bearer of ID Card No. 27.405.893-5, issued by SSP/SP, Individual Taxpayer’s ID (CPF/MF) No. 150.915.381-00, domiciled in the City and State of São Paulo, at Av. Juscelino Kubitschek, 2.235, 16º andar, Vila Olímpia, CEP 04543-011, and his deputy member Marcelo Pedreira de Oliveira, Brazilian citizen, married, economist, bearer of ID Card No. 06.359.970-8, issued by IFP/RJ, Individual Taxpayer’s ID (CPF/MF) No. 003.623.457-59, domiciled in the City and State of Rio de Janeiro, at Rua Voluntários da Pátria, 126, sala 601, Botafogo, CEP 22270-010; (i) as a sitting member David Zylbersztajn, Brazilian citizen, married, engineer, bearer of ID Card No. 16486447-7, issued by SSP/SP, Individual Taxpayer’s ID (CPF/MF) No. 465.004.057-49, domiciled in the City and State of Rio de Janeiro, at Rua Visconde de Pirajá, 608, 1º andar, Ipanema, RJ, CEP 22.410-002, and his deputy member Almir José dos Santos, Brazilian citizen, widower, economist, bearer of ID Card No. 5184, issued by CORECON/RJ Individual Taxpayer’s ID (CPF/MF) No. 059.406.807-04, domiciled in the City and State of Rio de Janeiro, at Rua Bauhineas, 150 Bloco 1, Gr. 09, apto. 703, Barra da Tijuca, CEP 22776-090; and, (j) as representatives of the employees of the Company, as a sitting member Carlos Alberto da Cruz, Brazilian citizen, married, electrical engineer, bearer of ID Card No. 0013221756, issued by CREA/RJ, Individual Taxpayer’s ID (CPF/MF) No. 374.729.257-72, domiciled in the City and State of Rio de Janeiro, at Avenida Marechal Floriano, 168, Centro, CEP 20080-002, and his deputy member Magno dos Santos Filho, Brazilian citizen, married, electrical substation operator, bearer of ID Card No. 07488844-7, issued by IFP/RJ, Individual Taxpayer’s ID (CPF/MF) No. 891.944.467-68, domiciled in the City and State of Rio de Janeiro, at Rua Visconde de Inhaúma, 134, 7º andar, Centro, CEP 20091-007.
The shareholders elected, in a separate voting, by a majority of votes, pursuant to article 141, paragraph 4, I, of Law 6.404/76, as appointed by the shareholder BNDES PARTICIPAÇÕES S.A. – BNDESPAR, as a sitting member Guilherme Narciso de Lacerda, Brazilian citizen, married, economist, bearer of ID Card No. 428.936-MG, issued by SSP/MG, Individual Taxpayer’s ID (CPF/MF) No. 142.475.006-78, domiciled in the city of Rio de Janeiro, state of Rio de Janeiro, at Av. República do Chile, nº 100, CEP 20.031-917, and his deputy member Jalisson Lage Maciel, Brazilian citizen, single, economist, bearer of ID Card No. 2.113.901, issued by SSP/ES, Individual Taxpayer’s ID (CPF/MF) No. 938.384.096-04, domiciled in the City and State of Rio de Janeiro, at Av. República do Chile, 100, 21° andar, Centro CEP 20031-917.
Pursuant to provision of caput of Article 3, and paragraph 2, of CVM Instruction 367, of May 29, 2002, of the Brazilian Securities and Exchange Commission, the respective copies of the declarations of clearance and résumés of the elected sitting and deputy Board members were submitted and filed at the Company's headquarters. Board members hereby elected were exempted from the conditions listed in items I and II, paragraph 3, of Article 147 of the Brazilian Corporation Law. For the purposes of the Novo Mercado Listing Regulation, sitting members David Zylbersztajn e Guilherme Narciso de Lacerda and his respective deputy members Almir José dos Santos e Jalisson Lage Maciel are considered as Independent Board Members.
The Board members hereby elected declare that they are not impeded from exercising mercantile activities; they do not hold a position in a company that can be considered a competitor of the Company and does not have conflicting interests with those of the Company.

Board members Sergio Alair Barroso, Humberto Eustáquio César Mota, Raul Belens Jungmann Pinto, Maria Estela Kubitschek Lopes, Djalma Bastos de Morais, José Carlos Aleluia Costa, Luiz Fernando Rolla, César Vaz de Melo Fernandes, Fernando Henrique Schüffner Neto, Carmen Lúcia Claussen Kanter, Wilson Borrajo Cid and José Augusto Gomes Campos have assured their solemn commitment to comprehend, observe and obey the principles, ethical values and rules established by the Code of Ethics and Business Conduct of Public Service and High Office for the State of Minas Gerais.


7.8. The shareholders approved, by a majority of votes, the installation of the Company’s Fiscal Council, which shall be comprised of five (5) sitting members and the same number of deputy members, with a term of office of one (1) year, which shall end at the Annual Shareholders’ Meeting to be held in 2015.
The shareholders elected to form the Fiscal Council, in a separate voting, pursuant to article 161, paragraph 4, item “a”, of the Brazilian Corporation Law, as appointed by BNDES PARTICIPAÇÕES S.A. – BNDESPAR, as a sitting member Ernesto Costa Pierobon, Brazilian citizen, divorced, economist, domiciled at Rua General Mariante, 88, apto. 603, Laranjeiras, City and State of Rio de Janeiro, CEP 22221-100, bearer of ID Card No. 07530870-0, issued by IFP/RJ, and Individual Taxpayer’s ID (CPF/MF) No. 926.258.607-82, and his deputy member Alexsandro Pinheiro Cardoso, Brazilian citizen, married, accountant, residing and domiciled at Rua Dr. Paulo César, 137. apto. 903, bloco 3, Icaraí, Niterói-RJ, CEP  24220-401, bearer of ID Card No. 12.169.793-2, issued by IFP/RJ, and Individual Taxpayer’s ID (CPF/MF) No.  082.411.837-55.
The shareholders elected, by a majority of votes, the following sitting members of the Fiscal Council and their respective deputy members: (a) sitting member: Francisco Luiz Moreira Penna, Brazilian citizen, legally separated, businessman, domiciled at Rua Aimorés, 463, apto. 801, Funcionários, Belo Horizonte/MG, bearer of ID Card No. MG-73162, issued by SSP/MG, and Individual Taxpayer’s ID (CPF/MF) No. 092.294.006-10; and his deputy member: Aliomar Silva Lima, Brazilian citizen, married, economist, domiciled at Rua Aimorés, 2.441, apto. 902, Lourdes, Belo Horizonte/MG, bearer of ID Card No. MG-449262, issued by SSP/MG, and Individual Taxpayer’s ID (CPF/MF) No. 131.654.456-72; (b) sitting member: Aristóteles Luiz Menezes Vasconcellos Drummond, Brazilian citizen, married, journalist, domiciled at Av. Rui Barbosa, 460, apto. 801, Flamengo, Rio de Janeiro/RJ, bearer of ID Card No. 1842888, issued by IFP/RJ, and Individual Taxpayer’s ID (CPF/MF) No. 026.939.257-20; and his deputy member: Ari Barcelos da Silva, Brazilian citizen, married, businessman, domiciled at Rua Professor Hermes Lima, 735, apto. 302, Recreio dos Bandeirantes, Rio de Janeiro/RJ, bearer of ID Card No. 20-27107-7, 7th Region, issued by CRA/RJ, and Individual Taxpayer’s ID (CPF/MF) No. 006.124.137-72; (c) sitting member Raphael Manhães Martins, Brazilian citizen, single, lawyer, enrolled with Brazilian Bar Association, Rio de Janeiro chapter, under No. 147.187, Individual Taxpayer’s ID (CPF/MF) No. 096.952.607-56, domiciled at Rua Araújo Porto Alegre, 36, Grupo 1.102, Centro, Rio de Janeiro/RJ, CEP 20030-902.; and his deputy member: Ronald Gastão Andrade Reis, Brazilian citizen, married, businessman, domiciled at Rua José Hemetério Andrade, 72, apto. 801, Buritis, Belo Horizonte/MG, bearer of ID Card No. MG-104.612, issued by SSP/MG, and Individual Taxpayer’s ID (CPF/MF) No. 007.237.036-04; and, (d) sitting member Rogério Fernando Lot, Brazilian citizen, divorced, businessman, domiciled at Avenida Paulista, 2300, 8º andar, São Paulo/SP, bearer of ID Card No. 1.138.048, issued by SSP/DF, e Individual Taxpayer’s ID (CPF/MF) No. 344.161.101-20; and his deputy member: Francisco Vicente Santana Silva Telles, Brazilian citizen, divorced, accountant, domiciled at Rua Voluntários da Pátria, 126/502, Botafogo, Rio de Janeiro/RJ, bearer of ID Card No. 07751450-3, issued by IFP/RJ, and Individual Taxpayer’s ID (CPF/MF) No. 000.461.527-17.
Fiscal Council members hereby elected declare that they are not impeded from exercising mercantile activities, pursuant to article 162, paragraph 2, of Law No. 6.404/76.
Council members Francisco Luiz Moreira Penna, Aristóteles Luiz Menezes Vasconcellos Drummond, Aliomar Silva Lima, Ari Barcelos da Silva, Ronald Gastão Andrade Reis and Francisco Vicente Santana, have assured their solemn commitment to comprehend, observe and obey the principles, ethical values and rules established by the Code of Ethics and Business Conduct of Public Service and High Office for the State of Minas Gerais.
7.9. The shareholders approved, by a majority of votes, the establishment of the overall annual compensation of the members of the Board of Directors and the Executive Board of the Company, for the year of 2014, up to the amount of two million, four hundred and two thousand, seven hundred and nineteen reais (R$2,402,719.00), which shall be distributed as established by the Board of Directors.
7.10. The shareholders approved, by a majority of votes, to establish the monthly and individual compensation of each member of the Fiscal Council, as a sitting member, up to the amount of seven thousand, nine hundred and fifteen reais and forty-three centavos (R$7,915.43) and, as a deputy member, up to the monthly amount of three thousand, nine hundred and fifty-seven reais and seventy-two centavos (R$3,957.72).
8. Closure: There being no further business to discuss, these minutes were drawn up and subsequently signed by me, the secretary, and all attending shareholders.



________________________

Paulo Roberto Ribeiro Pinto


_______________________

Alberto de Orleans e Bragança



Chairman

Secretary



Attending Shareholders:
___________________________________________

Companhia Energética de Minas Gerais – Cemig, represented by Carlos Henrique Cordeiro Finholdt

________________________________________

Luce Empreendimentos e Participações S.A., represented by João Alan Haddad


_________________________________________

RME – Rio Minas Energia Participações S.A., represented by João Alan Haddad

__________________________________________

BNDES PARTICIPAÇÕES S.A. – BNDESPAR, represented by Pedro Pinheiro Orduña

AMUNDI FUNDS.

FIDELITY CENTRAL INVESTMENT PORTFOLIOS LLC: FIDELITY EMERGING MARKETS EQUITY CENTRAL FUND.

FIDELITY INVESTMENTS MONEY MANAGEMENT INC.

NORGES BANK.

PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO.

ROCHE DIAGNOSTICS CORPORATION CASH ACCUMULATION PLAN.

STATE SUPER FINANCIAL SERVICES EQUITIES SECTOR TRUST.

STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL.

THE BOEING COMPANY COMPANY EMPLOYEE RETIREMENT PLANS MASTER TRUST.

VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS.

ACADIAN EMERGING MARKETS EQUITY FUND.

ACADIAN EMERGING MARKETS EQUITY II - FUND, LLC.

ACADIAN EMERGING MARKET SMALL CAP EQUITY FUND, LLC.

ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO.

ADVISORS INNER CIRCLE - ACADIAN EMERGING MARKETS PORTFOLIO.

ALASKA PERMANENT FUND.

ASCENSION HEALTH MASTER PENSION TRUST.

BELL ATLANTIC MASTER TRUST.

CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM.

CAUSEWAY EMERGING MARKETS FUND.

CF DV ACWI EX: US IMI FUND.

CITY OF NEW YORK GROUP TRUS.

COHEN & STEERS COLLECTIVE INVESTMENT TRUST.

COHEN & STEERS GLOBAL INCOME BUILDER, INC.

COHEN & STEERS GLOBAL INFRASTRUCTURE FUND, INC.

COHEN & STEERS INFRASTRUCTURE FUND, INC.

COLLEGE RETIREMENT EQUITIES FUND.

COMMONWEALTH GLOBAL INFRASTRUCTURE FUND3,

COMMONWEALTH OF PENNSYLVANIA STATE EMPLOYEES RETIREMENT SYSTEM.

CORNELL UNIVERSITY.

DOMINION RESOURCES, INC. MASTER TRUST.

EDUCATIONAL EMPLOYEES SUPPLEMENTARY RETIREMENT SYSTEM OF FAIRFAX COUNTY.

EGSHARES BRAZIL INFRASTRUCTURE ETF.

EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND.

EMERGING MARKETS SMALL CAP EQUITY INDEX NON-LENDABLE FUND.

EMERGING MARKETS SMALL CAP EQUITY INDEX NON-LENDABLE FUND B.

EMPLOYEES RETIREMENT SYSTEM OF THE STATE OF HAWAII.

ENSIGN PEAK ADVISOR INC.

EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS.

FIDELITY EMERGING MARKET EQUITY INVESTMENT TRUST.

FIDELITY INVESTMENT TRUST: FIDELITY SERIES EMERGING MARKETS FUND.

FIDELITY INVESTMENT TRUST: FIDELITY TOTAL EMERGING MARKETS FUND.

FIDELITY SALEM STREET TRUST SPARTAN EMERGING MARKETS INDEX FUND.

FLORIDA RETIREMENT SYSTEM TRUST FUND.

FORD MOTOR COMPANY DEFINED BENEFIT MASTER TRUST.

FRANCISCAN ALLIANCE, INC.

FUTURE FUND BOARD OF GUARDIANS.

GARD COMMON CONTRACTUAL FUND.

GLOBAL HIGH INCOME EQUITY FUND.

GMO DEVELOPED WORLD STOCK FUND, AS SERIES OF GMO TRUST.

GMO FUNDS PLC.

GMO GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS PLC.

GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST.

GMO REAL RETURN ASSET ALLOCATION FUND, LP.

GMO TRUST ON BEHALF OF GMO EMERGING MARKETS FUND, A SERIES OF GMO TRUST.

ING INTERNATIONAL SMALL CAP FUND.

ING MFS UTILITIES PORTFOLIO.

ISHARES III PUBLIC LIMITED COMPANY.

ISHARES MSCI BRAZIL SMALL CAP ETF.

ISHARES V PUBLIC LIMITED COMPANY.

JAPAN TRUSTEE SERVICES BANK LTD.RE: RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND.

JAPAN TRUSTEE SERVICES BANK LTD. STB BRAZIL STOCK MOTHER FUND.

JOHN DEERE PENSION TRUST.

LEUTHOLD CORE INVESTMENT FUND.

LEUTHOLD GLOBAL FUND.

LEUTHOLD GLOBAL INDUSTRIES FUND.

LEUTHOLD GLOBAL INDUSTRIES LP.

MARKET VECTORS LATIN AMERICA SMALL CAP INDEX ETF.

MARSH & MCLENNAN MASTER RETIREMENT TRUST.

MELLON BANK N.A. EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND. PLAN.

MERCER INTERNATIONAL EQUITY FUND.

MERCER NON-US CORE EQUITY FUND.

MFS VARIABLE INSURANCE TRUST MFS UTILITIES SERIES.

MFS VARIABLE INSURANCE TRUST II MFS UTILITILIES PORTFOLIO.

MICROSOFT GLOBAL FINANCE.

MUNDER EMERGING MARKETS SMALL CAP FUND.

MUNICIPAL EMPLOYEES RETIREMENT SYSTEM OF MICHIGAN.

OMERS ADMINISTRATION CORP.

PIMCO DIVIDEND AND INCOME BUILDER FUND.

PIMCO EQS DIVIDEND FUND.

PIMCO FUNDS: GLOBAL INVESTORS SERIES PLC.

POWERSHARES FTSE RAFI EMERGING MARKETS PORTFOLIO.

PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO.

REGIME DE RENTES DU MOUVEMENT DESJARDINS.

ROBECO EMERGING CONSERVATIVE EQUITIES DST.

ROGERSCASEY TARGET SOLUTIONS, LLC.

RUSSELL EMERGING MKTS EQUITY POOL.

SAN DIEGO GAS & ELEC CO. NUC. FAC. DEC. TR QUAL.

SSGA ACTIVE EMERGING MARKETS SMALL CAP SECURITIES LENDING QIB C. TRUST FUND.

SSGA MSCI EMERGING MARKETS SMALL CAP INDEX NON LENDING C. TRUST.

STATE OF CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS.

STATE OF OREGON.

STATE OF WISCONSIN INVESTMENT BOARD MASTER TRUST.

STATE STREET BANK AND TRUST CO. INVESTMENT FUNDS FOR TAX-EXEMPT RETIREMENT PLANS.

STATE STREET BK &TR CO. INVESTMENT FUND. FOR TAX-EXEMPT RET. PLANS MSCI EM MARKETS SMALL CAP INV. LENDING.

TEACHER RETIREMENT SYSTEM OF TEXAS.

TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS.

THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM.

THE BOSTON COMP. INC. POOLED EMPL. FUND. EMERGING MARKETS SMALL CAP VALUE.

THE MONETARY AUTHORITYOF SINGAPORE.

THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD.

THE STATE TEACHER'S RETIREMENT SYSTEM OF OHIO.

UNITED TECHNOLOGIES CORPORATION MASTER RETIREMENT TRUST.

UPS GROUP TRUST.

UTAH STATE RETIREMENT SYSTEMS.

VANGUARD EMERGING MARKETS STOCK INDEX FUND.

VANGUARD FTSE ALL-WORLD EX: US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUND.

VANGUARD FUNDS PUBLIC LIMITED COMPANY.

VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL.

VIRGINIA RETIREMENT SYSTEM.

WEST VIRGINIA INVESTMENT MANAGEMENT BOARD.

WHEELS COMMON INVESTMENT FUND.

WISDOMTREE EMERGING MARKETS EQUITY INCOME FUND.

WISDOMTREE EMERGING MARKETS SMALL CAP DIVIDEND FUND.

WISDOMTREE GLOBAL EX: US UTILITIES FUND.

HSBC INTERNATIONAL SELECT FUND - MULTIALPHA GLOBAL EMERGING MARKETS EQUITY.

___________________________________________

Represented by Luciana Pontes de Mendonça Ikeda


Tempo Capital Principal Fundo de Investimentos de Ações

Antonia Cliucy Pires Chaves

Axel Erhard Brod

Carlos Eduardo Ferreira Correa

Dedina Luiza Bernadelli

Gabriel Agostini

Gabriel Agostini Filho

Georges Farah Awi

Giovanni Bernadelli

Intersul Assessoria Financeira S/C Ltda.

Jayme Berbat

Jozsef Peter Cohn

Lucia Regina Braz Tavares

Luiz Alberto Py de Mello e Silva

Luiz Eduardo Neiva Cartolano

Pedro Paulo de Souza

Rabo de Peixe Transp. Serv. Mar. Emp. Turist Ltda.

Ramiro Martinez Filho

Rodrigo Dantas Borges Salomão

Rosane Moraes Coutinho

Samuel Rodrigues Gontijo

VIC DTVM S.A.

Victor Adler




___________________________________________

Represented by Raphael Manhães Martins








______________________________________________

Representing the Executive Board: Paulo Roberto Ribeiro Pinto

_______________________________________________

Representing the Fiscal Council: Francisco Luiz Moreira Penna

Representing DELOITTE TOUCHE TOHMATSU AUDITORES INDEPENDENTES:

Marcelo Salvador

Angela Pierucci Magalhães









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