Today, May 21, 2012, at 11:00 a.m., the shareholders indicated at the bottom of this Minute identified below met at the company’s headquarters located at the penthouse of Edificio Corimon, calle Hans Neumann, Los Cortijos de Lourdes, Caracas, for purposes of holding a Regular Shareholders’ Meeting of CORIMON, C.A. The meeting was chaired by Rafael Enrique Abreu, Director of Corimon, C.A., who acts as authorized by Proxy Letter, according to Article 21 of the Bylaws of the Company. Also present was Esteban Szekely, General Director of the company.
Upon verifying a quorum of seventy-eight and one hundred fifty-three percent (78,153%) of company’s subscribed and paid-in shares of capital stock, Celestino Díaz declared the General Shareholders’ Meeting as valid and read the call of meeting published in newspapers “El Nacional” and “El Universal” on May second (02) 2012 transcribed as follows:
AUTHORIZED CAPITAL: BS. F. 97,973,320.00
CAPITAL SUBSCRIBED AND PAID: BS. F. 78,384,000.00
CALL OF MEETING
Shareholders of CORIMON, C.A. are hereby called to a General Shareholders’ Meeting to be held on May 21, 2012, at 11:00 a.m., at the penthouse of Edificio Corimon, located at calle Hans Neumann, Los Cortijos de Lourdes, in the city of Caracas, Venezuela, for purposes of taking into consideration and resolve on the unique item included in the following agenda:
Unique: Consider and resolve on the approval of a special dividend charged on the Non Distributed Profits, upon the review of the project that will be submitted by the Board of Directors.
Caracas, May 22th, 2012 “.
Once the call of meeting was read, as it was published, they took into consideration and decided the following items:
UNIQUE: Consider and resolve on the approval of a special dividend charged on the Non Distributed Profits, upon the review of the project that will be submitted by the Board of Directors.
Having reviewed the financial statements of Corimon, C.A. as of April 30, 2012 and the project submitted by the Board of Directors, the Shareholders’ Meeting approved a cash dividend for an amount of Forty-Six Million, Two Hundred Forty Six Thousand, Five Hundred Sixty Bolivares (Bs. 46,246,560) at a rate of Fifty-Nine Bolivares (Bs 59.00) for each for each of the outstanding shares of the company at said date, charged on the Non Distributed Profits.
Likewise, the Shareholders’ Meeting approved the payment of the approved dividends as follows:
1. Limit Date of Transaction with Benefit: June 25, 2012.
2. Effective Registration Date of the Benefit: June 28, 2012.
The Assembly adopted in relation of ADRs Corimon, C.A., whose depositary is JPMorgan Chase Bank, that the dividend relating to such securities in foreign currency shall be paid directly in Bolivares to the shareholders or their custodians, once received authorization from the stockholder and JPMorgan Chase Bank shall directly transmit such instruction to the Banco Venezolano de Crédito, transfer agent in Venezuela. It is hereby evidenced that the approval was unanimous.
Finally, Amelia Ibarra, Venezuelan, of legal age, domiciled in Caracas and bearer of the identity card N° 6.911.566, was authorized to certify, as Secretary of Corimon, C.A., this Minutes of Regular Shareholders’ Meeting, as well as to notify the competent authorities regarding the decisions taken at this Shareholders’ Meeting.
Likewise, they authorized Daniel Pantoja, Venezuelan, of legal age, of this domicile and bearer of the identity card N° 3.985.059, to carry out the corresponding registration at the Mercantile Registry Office and request any certified copies deemed necessary.
Being there no further matters to discuss, the Meeting was adjourned and this Minutes was prepared and signed in agreement by the attendants and representatives.
(Signed) Hernandez Rodriguez Andrés representing 14.185 shares, (Signed) López Ligo Juan representing 208 shares, (Signed) Pulido Salvatierra Carlos Luis representing 40 shares, (Signed) Rodas de Gonzalez Flor Marina representing 7 shares, (Signed) Scovino Leal María Graziella representing 4 shares, (Signed) Velázquez Morillo Josefa representing 5 shares, (Signed) Hernandez Patricia representing 613.561 shares, (Signed) Ibarra Amelia representing 11.623.632 shares, (Signed) Panza Torres Felipe representing 52 shares.
I, Amelia Ibarra, Venezuelan, of legal age, domiciled in Caracas and bearer of the identity card N° 6.911.566, acting as Secretary of Corimon, C.A., company domiciled in Caracas and registered at the Second Mercantile Registry Office of the Judicial Circuit of the Federal District and Miranda State on June fourteen, 1949, under N° 644, Volume 3-D, hereby certify that the above minutes is true and exact copy of its original filed in the Book of Minutes of Shareholders’ Meeting carried by the company.