MINUTES OF THE ANNUAL GENERAL SHARHOLDERS’ MEETING OF CORIMON, C.A. (July 31th, 2015)

MINUTES OF THE GENERAL ANNUAL SHAREHOLDERS’ MEETING OF CORIMON, C.A.

Today, July 31, 2015, at 10:30 a.m., the shareholders who are mentioned at the end of these Minutes met at the seat of the company located at the Pent House of Edificio Corimon, located at Calle Hans Neumann de Los Cortijos de Lourdes, in Caracas, in order to hold a General Annual Shareholders’ Meeting of CORIMON, C.A. The Meeting was presided over by Mr. Omar Pernía Pacheco, Venezuelan of legal age, married, of this domicile and bearer of Identity Card No. V-4.441.414, in his capacity as Vice-President of the company who was also accompanied by Mr. Esteban Szekely, Venezuelan of legal age, of this domicile and bearer of Identity Card No. V-11.932.224, in his capacity as Director General of the Company. Having confirmed the quorum for the Meeting, equivalent to Eighty Two Points Integer Percent Nine Hundred Sixty-Six Tenths (82,966%) of the shares that make up the Company’s subscribed and paid-in capital, Mr. Omar Pernìa Pacheco, declared the Annual Shareholders’ Meeting duly convened and the call for the meeting, published in newspapers El Nacional and El Universal, on July sixteen (16), 2015, was read, as literally transcribed below:

“CORIMON, C.A.”
AUTHORIZED CAPITAL: Bs. 97,973,320.00
SUBSCRIBED AND PAID-IN CAPITAL: Bs. 78,384,000.00
Caracas, Venezuela

CALL FOR MEETING

The shareholders of the Company are called to the General Annual Shareholders’ Meeting of Corimon, C.A., to be held on July 31, 2015, at 1:00 p.m., at the Pent House of Edificio Corimon, located at Calle Hans Neumann de Los Cortijos de Lourdes, in Caracas, Venezuela, to consider and resolve upon the items contained in the following agenda:

To consider and resolve upon the Financial Statements pertaining to the fiscal year ended on April 30, 2015, based on the Statutory Auditor’s Report, and the Board of Directors’ Report.

To consider and resolve, based on the project submitted by the Board of Directors, upon decreeing a special dividend to be charged against the Retained Earnings account.

To consider and resolve upon the designation and/or ratification of the Board of Directors and the remuneration of the Directors.

To consider and resolve upon the designation of the Statutory Auditors and their alternates, and to fix their remuneration, and upon the designation of an independent public accountants’ firm to issue its opinion on the Company’s annual Financial Statements.

The Board of Directors

Caracas, July sixteen (16), 2015.

Note: The shareholders are notified that the Report of the Board of Directors, the financial statements audited by public accountants, pertaining to the fiscal year ended on April 30, 2015, and the statutory auditors’ report, are available to them 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 Department, at Avenida Alameda, Piso 8, San Bernardino, Caracas, Venezuela.

Upon reading the Call for the Meeting as published, the Meeting went on to consider and resolve upon the following matters:

FIRST: To consider and resolve upon the Financial Statements pertaining to the fiscal year ended on April 30, 2015, based on the Statutory Auditor’s Report, and the Board of Directors’ Report.
The Statutory Auditors’ Report and the Board of Directors’ Report were read.

The financial results of Corimon for the fiscal year ended on April thirty (30), 2015 were presented as follows: During the fiscal year ended on April 30, 2015, the consolidated sales were of five billion one hundred sixty-seven million seven hundred six thousand nine hundred eighty-six constant Bolivars, (Bs. 5,167,706,986), having obtained a gross profit of one billion seven hundred eight million six hundred forty-six thousand one hundred sixty-five constant Bolivars (Bs. 1,708,646,165) and an operating profit of five hundred forty-eight million six hundred sixty-nine thousand three hundred ninety-two constant Bolivars (Bs. 548,669,392), resulting in a net profit of two hundred sixty-seven million two hundred fifty-four thousand eight hundred twenty constant Bolivars (Bs. 267,254,820). At April thirty (30), 2015, the Company’s balance sheet reflects total assets in the amount of nine billion one hundred sixty-six million seven hundred thirteen thousand ninety-two constant Bolivars (Bs. 9,166,713,092), while the total liabilities are for three billion nine hundred fifty-three million nine hundred eighty-seven thousand eight hundred ninety-two constant Bolivars (Bs. 3,953,987,892), which sheds a total shareholders’ equity of five billion seventeen million nine hundred ninety-five thousand two hundred constant Bolivars (Bs. 5,017,995,200). -

Based on the Statutory Auditors’ Report and the Board of Directors’ Report, there were approved the Financial Statements submitted for the Meeting’s consideration, and there were also approved the report and accounts of the Board of Directors, , which documents were all made available to the shareholders prior to the meeting. Immediately thereafter, the Meeting considered the Second Item on the Agenda, to wit:

SECOND: To consider and resolve, based on the project submitted by the Board of Directors, upon decreeing a special dividend to be charged against the Retained Earnings account.
Based on the financial statements of Corimon, C.A., at April 30, 2015, and the projects submitted by the Board of Directors, the Shareholders’ Meeting decreed a cash dividend for the amount of ninety-seven million one hundred ninety-six thousand one hundred sixty Bolivars (Bs. 97,196,160), or one hundred twenty-four Bolivars (Bs. 124) per each outstanding share of the Company at this date, to be charged against the retained earnings account. The Shareholders’ Meeting also approved the payment of the decreed dividends in the following manner:

  1. Deadline for the Transaction with Benefit: Monday, January 18, 2016.
  2. Effective Date for Recording Benefit: Friday, January 22, 2016.

Finally, the Meeting approved, with regard to Corimon, C.A.’s ADRs, the depositary of which is JPMorgan Chase Bank, that the dividend due on said securities in foreign currency be paid directly in Bolivars to the shareholders or their custodians by JPMorgan Chase Bank, which, upon receiving the shareholder’s authorization, must transmit such instructions directly to Banco Venezolano de Crédito, the transfer agent in Venezuela. Immediately thereafter, 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 of the Board of Directors for the term from July 2015 through July 2017:

Immediately thereafter, the Meeting unanimously ratified Mr. Carlos Gill Ramírez, Venezuelan, of legal age, single marital status, 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 Nº V-4.441.414, as Vice-Chairman of the Board of Directors.

A per diem of one hundred (100) Tax Units was set for the Directors, per meeting of the Board of Directors they attend. Immediately 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 upon the designation of an independent public accountants’ firm to issue its opinion on the Company’s annual Financial Statements.

From the shortlists of three candidates submitted and according to the procedure set forth in the legislation on Capital Markets, the Meeting elected Messrs: Henry Peñaloza Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Nº V- 7.955.377, C.P.C. No. 20.339 and Jorge Gómez, Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Nº V-5.407.975, C.P.C. 10.951, as Principal Statutory Auditors, and, Messrs. Fernando Bravo, Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Nº V-8.721.037, C.P.C. 49.697, and William Granier, Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Nº V-5.170.010, C.P.C. 5.722, as their respective alternates. The Meeting approved a remuneration, in Bolivars, equivalent to two hundred fifty (250) Tax Units per year, for the Statutory Auditors who act. The firm of Rodríguez, Velázquez & Asociados, members of the firm KPMG, was designated as the company’s Independent Public Accountants for the next fiscal year. It is set on record that the voting was unanimous.

Finally, the Meeting authorized Ms. Amelia Ibarra, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card Venezuelan, N° V-6.911.566, in her capacity as Secretary of Corimon, C.A., to certify these Minutes of the Annual Shareholders’ Meeting, and to notify the competent entities regarding the decisions made at this Shareholders’ Meeting, and also, Mr. Daniel Pantoja, Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Venezuelan, of legal age, single marital status, of this domicile and bearer of Identity Card Nº 3.985.059, was authorized to make the pertinent notice to the Commercial Registry, and request the certified copies he may deem advisable.

There being no further matters to consider, the Meeting was adjourned and these minutes were drawn, and signed by those present and representatives as an indication of their approval. (signed) Juve Haugerud, Rafael Edward representing 34 shares; (signed) Pernía Pacheco, Omar representing 711 shares; (signed) Rodas de González, Flor Marina representing 1 share; (signed) Sánchez Ríos, Luis Felipe representing 1.087 shares; (signed) Fajre García, Pedro representing 363 shares; (signed) Fontana, Paolo representing 3.005 shares; (signed) Ibarra, Amelia representing 601.764 shares; (signed) Juve Haugerud, Rafael representing 26 shares; (signed) Panza Torres, Felipe Omar, representing 2 shares and (signed) Pernía, Omar representing 42.611 shares.

I, Amelia Ibarra, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card Venezuelan, N° V-6.911.5666, acting in my capacity as Secretary of Corimon, C.A., a corporation domiciled in Caracas and registered with the Second Commercial Registry of the 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 transcription of the original Minutes entered in the Company’s Shareholders’ Meetings Minute Book.

Amelia Ibarra

To download the report by the Board of Directors must click here

To download the report of the commissioners you must click here

To download the financial statements must click here