Вы находитесь на странице: 1из 3

KLABIN S.A.

CNPJ/MF: no. 89.637.490/0001-45


NIRE: 35300188349
CALL NOTICE
Pursuant to the legal and statutory provisions, the shareholders of Klabin S.A. (Company) are
hereby called to meet at the General Shareholders Meeting of the Company to be held, on first
call, on November 28th, 2013 at 3:30pm, at the Companys head offices, located at Avenida
Brigadeiro Faria Lima 3600, 5 th floor, in So Paulo-SP, in order to resolve upon the following
matters:
1) the amendment to the Companys Bylaws, in order to provide for authorized capital in
the Company up to the maximum amount of 1,120,000,000 (one billion, one hundred
and twenty million) shares, conferring upon the Board of Directors the competence to
approve the issuance of shares, debentures convertible into shares and share warrants
within the limits of the authorized capital, among other related amendments to the
Bylaws described in the documentation related to the Bylaws that will become effective
as from the General Meeting referred to in this Notice;
2) the merger of the holding companies Comodoro Participaes S.A. and Rioprima
Participaes S.A. (Holdings) into the Company, which have as their sole asset or
liability all common shares issued by the Company which were held, respectively, by
the Companys controlling shareholders, Klabin Irmos & Cia. and Niblak
Participaes S.A. (Controlling Shareholders and Merger), as well as:
(i) the Merger Protocol, as well as all of its annexes;
(ii) the ratification of the hiring of: (a) Lorenzo e Associados Ltda. as independent
appraiser for the appraisal of the Holdings net worth at book value, and the subsequent
preparation of the respective appraisal reports for the purposes of the Merger; and (b)
Apsis Consultoria Empresarial Ltda., as independent appraiser for the appraisal of the
Companys and the Holdings assets and liabilities at market value, and the subsequent
preparation of the respective appraisal reports, solely for the informational purposes of
article 264 of the Corporation Law (the Appraisal Reports);

(iii) the approval of the Appraisal Reports;


(iv) the amendment of Article 5 of the Bylaws in order to reflect the issuance of
216,772,018 new common shares to be attributed to the Controlling Shareholders in
exchange for the shares held in the Holdings which will be cancelled as a result of the
Merger; and
(v) the ratification of all actions previously taken by the Company's management in
order to implement the Merger.
3) restatement of the Company's Bylaws, in order to adjust it to the listing requirements of
BM&FBovespas Nivel 2; to reflect the creation of units by the Company, each unit
being comprised of one (1) common share and four (4) preferred shares ( Units); to
reflect the exchange of the benefit currently granted to the preferred shares, consisting
of the right to receive dividends 10% (ten percent) higher than those paid to common
shares, for the right to participate in the mandatory offer in the event of a change of
control of the Company under the same terms and conditions in which the change of
control has occurred; and to reflect the inclusion of a new activity in the Company's
corporate purpose, among other related amendments described in the documentation
related to the Bylaws that will become effective as from the date in which the
resolutions of this General Meeting become effective; and
4) authorization for the Companys management to take, in due course, and subject to the
conditions set out below, all acts necessary to implement and formalize the resolutions
above.
The matters listed above constitute essential and inseparable steps of a single transaction,
contemplated by the proposal received from the Controlling Shareholders of the Company, as
per the Material Facts dated June 11, 2013 and October 21, 2013 (Proposal), such that (i) the
effectiveness of the resolutions which approve each of the items above will be subject to the
approval, without reservations, of all other items in the agenda of this Meeting, and also to the
approval of the matter to be submitted to the Preferred Shareholders Special Meeting, to be held
on the same date at 2:30pm; and (ii) the effectiveness of the resolutions which approve the
matters set forth in items 2 and 3 above will be further subject to the successful accomplishment
of the Companys funding by means of the issuance of shares or securities convertible into
shares, or both, as informed in the Notice of Material Fact disclosed on October 21 st, 2013, to be
resolved by the Companys management in due course.
May take part in this Shareholders Meeting: (i) the holders of common shares, by means of
showing the relevant identity document and enrollment of his/her name in the appropriate
corporate book, up to three (3) days before the day of the Meeting; (ii) without limiting item i,
the shareholder which attends the Meeting carrying the relevant identity document and proof of

share ownership issued by the depositary agent, up to the beginning of the meeting, may
participate in the meeting; and (iii) the attorneys-in-fact of shareholders which have been
constituted for not longer than one (1) year and other legal representatives, by means of proof of
the legitimacy of the representative.
All of the documents necessary to properly inform the shareholders as to the matters contained
in the agenda above are available at the Companys head office, as well as at www.cvm.gov.br
and www.klabin.com.br/ir, as per CVM Instruction n. 481/09.
So Paulo, November 1st, 2013.
Israel Klabin Chairman of the Board of Directors
Antonio Sergio Alfano Investor Relations Officer

Вам также может понравиться