Minutes of the Extraordinary Shareholders Meeting held

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QUALICORP S.A.
Corporate Taxpayer ID (CNPJ/MF) 11.992.680/0001-93
Company Registry (NIRE) 35.300.379.560
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
HELD ON NOVEMBER 11, 2011
Date, Time and Place: On November 11, 2011, at 10:00 a.m., at the headquarters of Qualicorp
S.A. (“Company”), located at Alameda Santos, nº 415, 14º andar (parte), Cerqueira César,
CEP 01419-913, in the city and state of São Paulo.
Call Notice and Publications: Call notice was published in the Official Gazette of the State of
São Paulo and in the Valor Econômico newspaper on October 26, 27 and 28, 2011. In addition,
the documents and information required by CVM Rule 481/2009 were made available to
shareholders.
Attendance: Shareholders representing more than two thirds (2/3) of the Company’s voting
capital stock.
Presiding Board: Chairman: Mr. Wilson Olivieri; Secretary: Mr. Alessandro Piccolo Acayaba de
Toledo.
Agenda: Resolve on the amendment to Article 16 of the Company’s Bylaws, as per proposal
approved at the Board of Directors’ meeting held on October 4, 2011.
Resolutions: After examining and discussing the matters on the agenda, the shareholders
decided, by unanimous vote and without restrictions, to approve the proposal for amendment to
items (viii), (ix), (xiii), (xx) and (xxi) of Article 16 of the Company’s Bylaws, as follows:
“Article 16, item (viii) granting of a pay rise or bonus (higher than 10% of the salary) to
any officer or director of the Company or any subsidiary.”
“Article 16, item (ix) execution, amendment of any relevant aspect, cancellation or
resolution of any agreement or allowing early maturity or caducity of any agreement in
excess of five million reais (R$5,000,000.00).”
“Article 16, item (xiii) acquisition by the Company and/or subsidiaries of business or
assets from another company, including by means of an agreement or association with
another company, involving the payment (including in goods that are not the current
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currency) or investment above ten million reais (R$10,000,000.00) on an isolated basis,
or, in global terms, an amount above twenty million reais (R$20,000,000.00) when added
to the payments or commitments paid or assumed regarding all the other acquisitions in
the twelve (12) previous months, or outside the normal course of business.”
“Article 16, item (xx) proposal of any relevant amendment or addendum to the bylaws,
articles of incorporation or other corporate acts of the Company and its subsidiaries,
except in relation to acts amending the address of the branches of the Company and its
subsidiaries, which may be resolved by the Board of Executive Officers.”
“Article 16, item (xxi) any obligation of the Company and/or subsidiaries at an amount,
individually per transaction or jointly during the same fiscal year, five percent (5%) higher
than the amount forecast in its operating budget and/or annual capital budget.”
The restated Bylaws including the amendments hereby approved were signed by the presiding
board and filed at the Company’s headquarters.
Closure and Drawing up of the Minutes: The drawing up of these minutes in summary format,
pursuant to Article 130, paragraph 1 of Law 6,404/76, was authorized. There being no further
issues to address, these minutes were drawn up, read, found in compliance and signed by all
present.
This is a free translation of the original minutes drawn up in the Company’s records.
São Paulo, November 11, 2011.
Presiding Board:
___________________________________
Wilson Olivieri
Chairman
__________________________________
Alessandro Piccolo Acayaba de Toledo
Secretary
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(page with signatures from the Extraordinary Shareholders’ Meeting of Qualicorp S.A. held on November 11, 2011, at
10:00 a.m.)
Shareholders:
________________________________________
L2 Participações Fundo de Investimento em
Participações
Represented by: João Ricardo de Azevedo
Ribeiro
Position: Attorney in fact
________________________________
BHCS Fundo de Investimento em
Participações
By proxy
__________________________________________________________________________
Amundi
Goldman Sachs Trust – Goldman Sachs Bric Fund
Eq Advisors Trust – Eq/Van Kampem Mid Cap Growth Portfolio
Amundi Funds
Allianz Variable Insurance Products Trust
Baron Emerging Markets Fund
Baron International Growth Fund
Brookside Capital Trading Fund, L.P
Brunei Investment Agency
Dominion Resources Inc. Master Trust
Driehaus Emerging Markets Small Cap Growth Fund
Fidelity Advisor Series VIII: Diversified International Fund
Fidelity Contrafund
Fidelity Contrafund: Fidelity Advisor New Insights Fund
Fidelity Destiny Port: Fidelity Advisor Capital Development Fund
Fidelity Emerging Markets Fund
Fidelity Financial Trust: Fidelity Independence Fund
Fidelity Hasting Street Trust: Fidelity Growth Discovery Fund
Fidelity Investment Trust: Fidelity International Discovery Fund
Fidelity Investment Trust: Fidelity Total International Equity Fund
Fidelity Magellan Fund: Fidelity Magellan Fund
Fidelity Select Portfolios: Health Care Portfolio
Fidelity Select Portfolios: Medical Delivery Portfolio
Represented by: George Washington Tenório Marcelino
Position: Attorney in fact
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(page with signatures from the Extraordinary Shareholders’ Meeting of Qualicorp S.A. held on November 11, 2011, at
10:00 a.m.)
____________________________________________________________________________
Ivy Funds, Inc. Science and Technology Fund
Ministry of Strategy and Finance
Morgan Stanley Institutional Fund Trust, Mid Cap Growth Portfolio
Morgan Stanley Mid Cap Growth Fund
Morgan Stanley Select Dimensions Inv Series, Mid Cap Growth Port
Pacific Life Funds – Mid-Cap Growth Fund
Pacific Select Fund – Mid-Cap Growth Portfolio
Pyramis Emerging Markets Equity Trust
Pyramis Group Tr For Emp Benefit PL Pyramis em Mkts Commingled Pool
Royal Bank of Scotland as Trustee for Newton Discovery Fund
State Street Emerging Markets
The Bank of Korea
The Brazil Value and Growth Fund
The Universal Institutional Funds, Inc., Mid Cap Growth Portfolio
Variable Insurance Products Fund IV: Emerging Markets Portfolio
Variable Insurance Products Fund: Growth Portfolio
W&R Target Funds, Inc. Science and Technology Portfolio
Waddell & Reed Advisors Funds, Inc. Science And Technology Fund
Represented by: George Washington Tenório Marcelino
Position: Attorney in fact
AGE QC SA - 11 11 2011 - Alteração do Estatuto Social - via de livro - SP - 6924006v1