Today, July 25, 2011, at 3:00 p.m., the shareholders 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 Dr. Carlos Gill Ramírez, President of the Board of Directors according to Article 21 of the Bylaws of the Company. Dr. Carlos Gill Ramirez was accompanied by the Omar Pernía Pacheco, Vice-president of the Board of Directors, Alejandro Alfonzo-Larrain, Rafael Enrique Abreu, Directors and Esteban Szekely, General Director of the Company.
Upon verifying a quorum of eighty four point six hundred forty percent (84.640%) of the company’s subscribed and paid-in shares of capital stock, Dr. Carlos Gill Ramirez declared the Regular Shareholders’ Meeting as valid and read the call of meeting published in newspaper “El Universal” on July nine (09), 2011 transcribed as follows:
AUTHORIZED CAPITAL: BS. F. 97,973,320.00
SUBSCRIBED AND PAID-IN CAPITAL: BS. F. 78,384,000.00
CALL OF MEETING
Shareholders of CORIMON, C.A. are hereby called to a Regular Shareholders’ Meeting to be held on July 25, 2011, at 3:00 p.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 upon the items included in the following agenda:
1. Consider and resolve based on the Balance Sheet as of April 30, 2011, upon review o the statutory auditor’s report, as well as the report of the Board of Directors.
2. Consider and resolve upon the appointment of the Statutory Auditors and their alternates, as well as establish their remuneration and resolve upon the appointment of an independent public accounting firm for certifying the company’s annual financial statements.
The Board of Directors
Caracas, July 9, 2011.
Note: Shareholders are hereby notified that the annual report to be submitted by the Board of Directors and financial statements audited by public accountants, corresponding to the fiscal year ended on April 30, 2011 and the report by the Statutory Auditors are available for review at the company’s offices located at calle Hans Neumann, Edificio Corimon, penthouse, Los Cortijos de Lourdes, Caracas, Venezuela and in the Venezolano de Crédito Banco Universal, Securities Department, in Avenida Alameda, Piso 8, San Bernardino, Caracas, Venezuela.
Once read the call of meeting, as it was published, they took into consideration and decided upon the following items:
FIRST: Consider and resolve based on the Balance Sheet as of April 30, 2011, upon review o the statutory auditor’s report, as well as the report of the Board of Directors.
They read the report by the Statutory Auditors and the report by the Board of Directors.
The financial statements of Corimon for the fiscal year ended on April thirty (30), 2011 submitted to the Meeting stated the following:
During the fiscal year ended on April 30, 2011, consolidated sales for an amount of one billion one hundred twenty nine million nine hundred ninety eight thousand constant bolivares and zero cents (BsF. 1,129,998,000), resulting in gross profits for the amount of four hundred twenty four million, two hundred fifty thousand (BsF. 424,250,000) and an operating profit of one hundred eighty nine million two hundred fifty four thousand bolivares zero cents (Bs. 189,254,000), resulting in net profits for the amount of sixty one million, six hundred fifteen thousand bolivares and zero cents (Bs. 61,615,000). As of April 30, 2011, the balance of the Company reflects a total of assets for the amount of one billion six hundred nineteen million, nine hundred seventy eight thousand constant bolivares (Bs. 1,619,978,000), a total of liabilities for the amount of seven hundred twenty nine million, two hundred twenty five thousand constant bolivares (Bs. 729,225,000), minority interest for the amount of seventeen million one hundred eighty seven thousand bolivares and zero cents (Bs. 17,187,000) and shareholders’ equity for the amount of eight hundred seventy three million five hundred sixty six thousand constant bolivares (Bs. 873,566,000).
Once reviewed the reports prepared by the Statutory Auditors and the Board of Directors, they approved the Financial Statements submitted to their consideration. They also approved the respective report and management by the Board of Directors, all of which were put at the disposition of the shareholders in advance.
The Financial Statements were approved with the abstention of the shareholder Fondo de Protección Social de los Depósitos Bancarios, who stated that his abstention was due to the compliance with a policy of the entity he represents and not due to an objection regarding the content of the Financial Statements of the Company.
Subsequently, they took into consideration the Second Item of the Agenda, which read as follows:
SECOND: Consider and resolve upon the appointment of the Statutory Auditors and their alternates, as well as establish their remuneration and resolve upon the appointment of an independent public accounting firm for certifying the company’s annual financial statements.
From the list of candidates submitted and pursuant to the process provided by the legislation on Capital Markets, the Meeting appointed Henry Peñaloza, bearer of the identity card N° 7.955.377, C.P.A. N° 20.339, and Jorge Gómez, bearer of the identity card N° 5.407.975, C.P.A. N° 10.951, as Main Statutory Auditors, and Fernando Bravo, bearer of the identity card N° 8.721.037, C.P.A. 49.697, and William Granier, bearer of the identity card N° 5.170.010, C.P.A. 5.722, as their respective alternates. The Meeting approved their remuneration in Bolivares, equal to one hundred twenty (120) tax units per year, for Statutory Auditors in office.
The firm Rodríguez, Velázquez & Asociados, member of KPMG, was appointed as Independent Public Accountants for the company’s next fiscal year.
It is hereby certified that votes were unanimous.
Finally, they authorized Amelia Ibarra, Venezuelan, of legal age, domiciled in Caracas and bearer of the identity card N° 6.911.566, for certifying, as Secretary of Corimon, C.A., this Minutes of Regular Shareholders’ Meeting, as well as notifying 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, for carrying 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) Amelia Ibarra, representing 628,382 shares; (Signed) Cáceres Flores Jorge Hernán, representing 1065 shares (signed), José Alberto Febres Pérez representing 33 shares; García Rodríguez Leonardo, representing 1111 shares (Signed), Hernandez Rodríguez Andres, representing 709 shares, (signed) Rodas de Gonzalez Flor Marina representing 1 share (signed), Alfonzo-Larrain Alejandro representing 292 shares (signed) Cubas Rommel, representing 4.425 shares, (signed) Hernández Patricia, representing 27.420 shares, (signed) Felipe Panza Torres, representing 2 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.