MINUTES OF THE ANNUAL GENERAL SHARHOLDERS’ MEETING OF CORIMON, C.A. (July 31th, 2014)

Today, July 31, 2014, at 10:30 a.m., the shareholders mentioned at the end of these minutes were convened at the Company’s offices, located on the Pent-House of Edificio Corimon, located at Calle Hans Neumann de Los Cortijos de Lourdes, en Caracas, in order to hold the Annual Shareholders’ Meeting of CORIMON, C.A.. The Meeting was presided over by Mr. Carlos Gill Ramirez, Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card No. V-13.638.398, President of the Board of Directors. Mr. Carlos Gill Ramirez was accompanied by Mr. Omar Pernia Pacheco, Venezuelan, of legal age, married marital status, of this domicile and bearer of Identity Card No. V- V-4.441.414, Vice-President of the Board. Also Mr Carlos Gill Ramirez was accompanied by Messrs. Rafael Enrique Abreu, Venezuelan, of legal age, married marital status, of this domicile and bearer of Identity Card No. V-2.914.376 and Carlos Rodolfo Gill Márquez, Venezuelan, of legal age, married marital status, of this domicile and bearer of Identity Card No. V 15.343.005, both Directors of the company and Mr. Esteban Szekely, Venezuelan, of legal age, married marital status, of this domicile and bearer of Identity Card No. V-11.932.224, General Director of the Company. Upon confirming the presence of the quorum represented by Eighty Five Points integer percentage Six Hundred Ninety Four Tenths (85,694%) of the shares in the subscribed to and paid-in capital of the company, Mr. Omar Pernia Pacheco, declared the Annual Shareholders’ Meeting of the Company to be validly convened, and read the call published in newspapers El Nacional and El Universal, on July fifteen (15), 2014, the minutes of which are transcribed below:

“CORIMON, C.A.
AUTHORIZED CAPITAL: BS. F. 97,973,320.00
CAPITAL SUBSCRIBED AND PAID: BS. F. 78,384,000.00
CARACAS, VENEZUELA

CALL OF MEETING

The shareholders are called to the Annual General Shareholders’ Meeting of Corimon, C.A., to be held on July 31, 2014, at 10:30 a.m., on the Pent- House of Edificio Corimon, located at Calle Hans Neumann de Los Cortijos de Lourdes, in the city of Caracas, Venezuela, for the purpose of considering and resolving upon the matters contained in the following Agenda:

FIRST: To consider and resolve upon the Financial Statements pertaining to the fiscal year ended on April 30, 2014, based on the Statutory Auditors’ Report, and on the report of the Board of Directors.

SECOND: To consider and resolve upon the project submitted by the Board of Directors regarding the declaration of a special dividend charged to the Retained Earnings account.
THIRD: To consider and resolve upon the designation and/or ratification of the Board of Directors and the remuneration of the Directors.

FOURTH: To consider and resolve upon the designation of the Statutory Auditors and their alternates, and to fix their remuneration; and on the designation of an independent firm of public accountants to issue their opinion on the Company’s Annual Financial Statements.
The Board of Directors

Caracas, July fifteen (15), 2014.

Note: The shareholders are notified that the report submitted by the Board of Directors, the financial statements, audited by public accountants, pertaining to the fiscal year ended on April 30, 2013, and the statutory auditors’ report, are available at the offices of the Company located at calle Hans Neumann, edificio Corimon, Pent House, Los Cortijos de Lourdes, Caracas, Venezuela, and at the bank Venezolano de Crédito Banco Universal, Securities Departament, at Avenida Alameda, Piso 8, San Bernardino, Caracas, Venezuela.

Upon reading the Call, as published, the Meeting immediately considered and resolved upon the following items:

FIRST: To consider and resolve upon the Financial Statements pertaining to the fiscal year ended on April 30, 2014, based on the Statutory Auditors’ Report, and on the report of the Board of Directors.
The Statutory Auditors’ Report and the report by the Board of Directors were read. The results of the Financial Statements of Corimon for the fiscal year that ended on April 30, 3014, were presented to the Shareholders’ Meeting: During the fiscal year ended on April 30, 2014, consolidated sales were made for Three Billion Four Hundred Seventeen Million Seven Hundred Eighty-Six Thousand Seven Hundred Seven constant Bolivars (Bs. 3,417,786,707) obtaining a gross profit of One Billion One Hundred Fifty-Six Million Six Hundred Fifteen Thousand Thirty-Eight constant Bolivars (Bs. 1,156,615,038) and an operating profit of Five Hundred Fourteen Million Five Hundred Twenty-Three Thousand One Hundred Seventy-One constant Bolivars (Bs. 514,523,171), resulting in a net profit of Thirty Million Four Hundred Eighty-Six Thousand Three Hundred Fifty-Two constant Bolivars (Bs. 30,486,352). At April thirty (30), 2014, the Company’s balance sheet reflects total assets for Four Billion Three Hundred Fifty-Two Million Nine Hundred Sixty-Two Thousand Four Hundred Eighty-Four constant Bolivars (Bs. 4,352,962,484), while the total liabilities are Two Billion Forty-Two Million Six Hundred Twenty Thousand Twenty-Six constant Bolivars (Bs. 2,042,620,026) which sheds a total shareholders’ equity of Two Billion Three Hundred Ten Million Three Hundred Forty-Two Thousand Four Hundred Fifty-Eight constant Bolivars (Bs. 2,310,342,458).
Having seen the Statutory Auditors’ and the Board of Directors’ Reports, the Meeting approved the Financial Statements submitted to its consideration, the Meeting also approved the report and administration of the Board of Directors, all of which documents were made available to the shareholders before the meeting. Then the Meeting considered the Second item on the Agenda, to wit:
SECOND: To consider and resolve upon the project submitted by the Board of Directors regarding the declaration of a special dividend charged to the Retained Earnings account.
Having seen the financial statements of Corimon, C.A., at April 30, 2014, and the project submitted by the Board of Directors, the Shareholders’ Meeting decreed a cash dividend for Seventy-Six Million Eight Hundred Sixteen Thousand Three Hundred Twenty Bolivars (Bs. 76,816,320), at Ninety-Eight Bolivars (Bs 98.00) per each outstanding share of the company on that date, charged against the retained earnings account. Also, the Shareholders’ Meeting approved paying the dividends decreed, as follows:

Finally, the Meeting approved, with regard to the ADRs of Corimon, C.A., the depositary of which is JPMorgan Chase Bank, that the dividend for such foreign-currency denominated securities be paid directly in Bolivars to the shareholders or their custodians by the JPMorgan Chase Bank, which upon receiving the shareholders’ authorization, must issue said instructions directly to the Banco Venezolano de Crédito, transfer agent in Venezuela. Then the Meeting considered the Third Item on the Agenda, to wit:
THIRD: To consider and resolve upon the designation and/or ratification of the Board of Directors and the remuneration of the Directors.
The following persons were unanimously ratified as Directors members of the Board of Directors:

  1. Carlos Gill Ramírez, Venezuelan, of legal age, single marital status, of this domicile, and bearer of Identity Card N° V-13.638.398.
  2. Omar Pernía Pacheco, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card V-4.441.414.
  3. Oswaldo Cisneros Fajardo, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° V-2.113.864.
  4. David Tomasello, Venezuelan, of legal age, single marital status, of this domicile, and bearer of Identity Card N° V-10.972.061.
  5. Alberto Sosa, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° V-4.773.724.
  6. Alejandro Alfonzo-Larrain, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° V-1.715.721.
  7. Alvar Nelson Ortiz, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° 4353732.
  8. Celestino Díaz, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° V-2.767.330.
  9. Rafael Enrique Abreu, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° V-2.914.376.
  10. Carlos Rodolfo Gill Márquez, Venezuelan, of legal age, single, of this domicile, and bearer of Identity Card N° V-15.343.005.
  11. Rainer Viete, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° V-6.809.703.

Immediately thereafter, the Meeting unanimously ratified Mr. Carlos Gill Ramírez, Venezuelan, of legal age, single, of this domicile, and bearer of Identity Card N° V-13.638.398, as Chairman of the Board of Directors, and Mr. Omar Pernía Pacheco, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° V-4.441.414, as Vice-Chairman of the Board of Directors.
The Meeting fixed a per diem of one hundred (100) Tax Units for the Directors per meeting of the Board that they attend.

Thereafter, the Meeting considered the Fourth item on the Agenda, to wit:
FOURTH: To consider and resolve upon the designation of the Statutory Auditors and their alternates, and to fix their remuneration; and on the designation of an independent firm of public accountants to issue their opinion on the Company’s Annual Financial Statements.
From the shortlists of three candidates presented according to the legislation on the Securities Market, the Meeting elected Messrs Henry Peñaloza, Venezuelan, of legal age, single, of this domicile, and bearer of Identity Card V-7.955.377, C.P.C. No. 20.339, and Jorge Gómez, Venezuelan, of legal age, single, of this domicile, and bearer of Identity Card V-5.407.975, C.P.C. 10.951, as Principal Statutory Auditors, and, as their respective alternates, Messrs. Fernando Bravo, venezolano, Venezuelan, of legal age, single, of this domicile, and bearer of Identity Card V-8.721.037, C.P.C. 49.697, and William Granier, Venezuelan, of legal age, single, of this domicile, and bearer of Identity Card V-5.170.010, C.P.C. 5.722. The Meeting approved a Bolivar remuneration, equivalent to one hundred twenty (120) tax units per annum, for the Statutory Auditors that act. The firm of Rodríguez, Velázquez & Asociados, Rif: J-00256910-7, members of the firm KPMG, was designated as Independent Public Accountants for the following fiscal year of the Company. It is set on record that the vote on this matter was unanimous.

Finally, Ms. Amelia Ibarra, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° V-6.911.566, was authorized, in her capacity as Secretary of Corimon, C.A., to certify these Minutes of the Annual General Shareholders’ Meeting, and to give notice to the relevant entities of the decisions adopted at this Shareholders’ Meeting. The Meeting also authorized Mr. Daniel Pantoja, Venezuelan, of legal age, married, of this domicile, and bearer of Identity Card N° 3.985.059, to give the relevant notice thereof to the Commercial Registry and to request the certified copies he deems advisable. There being no further matters to consider, the Meeting was adjourned, these minutes were drawn and signed by those present and representatives as an indication of their agreement. (Signed) Ibarra Amelia representing 662.850 shares, (Signed) Panza Felipe representing 2 shares, (Signed) Trum Moroney John Moroney, representing 12 shares, (Signed) Rodas de González Flor Marina, representing 1 share, (Signed) Cruz Vaddely Veruzka, representing 75 shares, (Signed) Villarreal Celia, representing 4.426 shares, (Signed) González Angarita Armando, representing 2 shares, (Signed) Cáceres Flores Jorge Hernán, representing 25 shares, (Signed) Libertella Quadrone Calo Gero, representing 2.505 shares, (Signed) Sánchez Ríos Luis Felipe, representing 1.807 shares. I, Amelia Ibarra, Venezuelan, of legal age, domiciled in Caracas and bearer of Identity Card N° 6.911.566, acting in my capacity as Secretary of Corimon, C.A., a corporation domiciled in Caracas and registered with the Second Commercial Registry of Judicial Circuit of the Federal District and State of Miranda on June fourteen, 1949, under number 644, Volume 3-D, hereby certify that the preceding is a true and correct copy of the original minutes entered in the Shareholders’ Meetings Minute Book of the Company.

Amelia Ibarra

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