6-K 1 net20120502_6k.htm MINUTES OF THE ANNUAL SHAREHOLDERS MEETING net20120502_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
 
For the month of May, 2012
Commission File Number 0-28860
 
 
NET SERVIÇOS DE COMUNICAÇÃO S.A.
(Exact name of registrant as specified in its charter)
 
Net Communications Services Inc.
(Translation of Registrant's name into English)
 
Rua Verbo Divino, 1356
04719-002 - São Paulo-SP
Federative Republic of Brazil
(Address of principal executive office)
 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

 If "Yes" is marked, indicate below the file number assigned to the Registrant
in connection with Rule 12g3-2(b):82-___ 

 

 

NET SERVIÇOS DE COMUNICAÇÃO S.A.

Corporate Taxpayer ID (CNPJ): 00.108.786/0001-65

Company Registry (NIRE): 35.300.177.240

 

PUBLICLY-HELD COMPANY

 

MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING  

HELD ON APRIL 30, 2012

 

 

DATE, TIME AND PLACE: On April 30, 2012, at 11:00 a.m., at the Company’s headquarters located at Rua Verbo Divino nº 1356 – 1º andar, Chácara Santo Antônio, in the city and state of São Paulo.

 

ATTENDANCE: Shareholders holding more than ninety-nine percent (99%) of the voting stock, and more than ninety-eight percent (98%) of the shareholders holding preferred shares, as per the signatures in the “Shareholders’ Attendance Book,” attended the meeting, as well as the representatives of Ernst & Young, Leonardo Donato and Thiago Cavalcanti, and the representative of the Company’s Fiscal Council, Martin Roberto Glogowsky.

 

PRESIDING: ROBERTO CATALÃO CARDOSO – Chairman, and JOANA GRAEFF MARTINS – Secretary.

 

CALL NOTICE: The call notice was published in the Official Gazette of the State of São Paulo on April 13, 14, and 17, 2012, and in the Valor Econômico newspaper on April 13, 16, and 17, 2012.

 

AGENDA: 1) acknowledge the Management’s accounts, examine, discuss and vote on the Company’s financial statements for fiscal year ended December 31, 2011; 2) deliberate on the allocation of net income from fiscal year ended December 31, 2011; 3) elect the members of the Board of Directors and set the compensation for the Company’s Management for fiscal year 2012; and 4) elect members of the Fiscal Council and set their compensation. 

 

RESOLUTIONS: The resolutions were approved, with the abstention of those legally impeded from voting. These minutes were then drawn up in summary format, pursuant to paragraph 1 of Article 130 of Law 6,404/76, and their publication was authorized with the omission of the attending shareholders’ signatures, pursuant to paragraph 2 of Article 130 of Law 6,404/76:

 

1.             The attending shareholders, holders of common shares, approved, by majority vote and without qualifications, the Annual Management Report and its accounts included in the Balance Sheet and Financial Statements, published in the Valor Econômico newspaper and in the Official Gazette of the State of São Paulo on February 15, 2012, including the shareholders’ equity, the annual net income, the cash flows and applications of funds and the interests in the subsidiaries, as well as the Management, Fiscal Council and external auditors’ reports, all related to the fiscal year ended December 31, 2011. The abstention of shareholder Irak Reginato Craveiro was recorded.

 

 
 

 

MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING OF NET SERVIÇOS DE COMUNICAÇÃO S.A.

HELD ON APRIL 30, 2012.

 

 

2.             The Company determined net income of three hundred seventy-three million, one hundred seventy-two thousand, seven hundred eighty-three reais and sixty-five centavos (R$373,172.783,65), which, in accordance with Article 26 of the Company’s Bylaws, will be absorbed by the accumulated loss, amounting to one billion, nine hundred thirty-seven million, eight hundred twenty-one thousand, four hundred sixty-four reais and seventy-eight centavos (R$1,937,821,464.78), reason for which there will be no distribution of dividends.

 

3.             The shareholders, holders of common shares, acknowledged the end of the term of the members of the Company’s Board of Directors, and approved, with the abstention of shareholder Irak Reginato Craveiro, the election/reelection of the following members of the Board of Directors, with a term of office until the investiture of their successors to be elected at the 2013 Annual Shareholders’ Meeting, without recourse to the multiple vote procedure, pursuant to CVM Rule 165/91, amended by Rule 282/98:

 

i) appointed by shareholders GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A. and EMBRATEL PARTICIPAÇÕES S.A., OSCAR VON HAUSKE SOLIS, Mexican, married, business administrator, bearer of Mexican passport no. G05608841, resident and domiciled in the City of Mexico, Mexico, with business address at Lago Zurich, 245, Plaza Carso, Edifício Telcel, 15º andar, Colônia Granada Ampliación, CEP: 11529, City of Mexico/Mexico, was elected, along with his deputy NEY ACYR RODRIGUES DE OLIVEIRA, Brazilian, married, engineer, bearer of identity card no. 38324-D CREA/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under no. 544.415.797-72, resident and domiciled in the city and state of São Paulo, with business address at Rua dos Ingleses, 600, 2º andar – sala 201, Bairro Bela Vista, São Paulo – SP, CEP: 013299-04; ANTONIO OSCAR DE CARVALHO PETERSEN FILHO, Brazilian, married, lawyer, bearer of identity card no. 155.156 OAB/SP, inscribed in the roll of individual taxpayers (CPF/MF) under no.  276.546.358-18, resident and domiciled in the city and state of Rio de Janeiro, with business address at Av. Presidente Vargas, n.º 1.012, 15º andar, Centro, Rio de Janeiro/RJ, CEP: 20071-910, was elected, along with his deputy ANTONIO CARLOS MARTELLETO, Brazilian, divorced, electronic engineer, bearer of identity card no. 28.663.797-2, inscribed in the roll of individual taxpayers (CPF/MF) under no. 606.799.057-15, resident and domiciled in the city of Campinas, state of São Paulo, with business address at Avenida Marechal Rondon, nº 2600, Campinas/SP, CEP: 13063-001; CARLOS HERNÁN ZENTENO DE LOS SANTOS, Mexican, married, electronic engineer, inscribed in the roll of individual taxpayers (CPF/MF) under no.  234.356.528-70, resident and domiciled in the city and state of São Paulo, with business address at Rua Flórida 1970 – 5º andar, Brooklin Novo, São Paulo/SP, CEP: 04565-907, was elected, along with his deputy ANTONIO VEGA SANDOVAL, Mexican, married, electronic and communications engineer, bearer of identity card (RNE) no. V417840-9 and Mexican passport no. 08894689171, inscribed in the roll of individual taxpayers (CPF/MF) under no. 059.693.837-32, resident and domiciled in the city and state of São Paulo, with business address at Rua dos Ingleses, 600, 3º andar, Bairro Bela Vista, São Paulo/SP, CEP: 013299-04; ANTONIO JOÃO FILHO, Brazilian, married, electrical engineer, bearer of identity card no. 8.023.698-4, issued by SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under no. 916.451.318-15, resident and domiciled in the city of Campinas, state of São Paulo, with business address at Av. Marechal Rondon, 2.600/2º andar, Jardim Eulina, CEP 130701-73, was elected, along with his deputy IVAN CAMPAGNOLLI JUNIOR, Brazilian, married, engineer, bearer of identity card no. 129.0998-5 SSP/PR, inscribed in the roll of individual taxpayers (CPF/MF) under no. 345.706.916-68, resident and domiciled in the city and state of Rio de Janeiro, with business address at Av. Presidente Vargas n° 1012, 15° andar, Centro, Rio de Janeiro/RJ, CEP: 20071-910; and JOSÉ ANTÔNIO GUARALDI FÉLIX, Brazilian, married, engineer, bearer of identity card no. 3023331204 - SSP-RS, inscribed in the roll of individual taxpayers (CPF/MF) under no. 140.448.620-87, resident and domiciled in the city and state of São Paulo, with business address at Rua Verbo Divino nº 1.356, 1º andar, Chácara Santo Antônio, São Paulo/SP, CEP 04719-002, was elected, along with his deputy CARLOS PEREZ DE LEON CHAVOLLA, Mexican, married, business administrator, bearer of identity card  (RNE) no. V407283-L DPF-RJ, inscribed in the roll of individual taxpayers (CPF/MF) under no. 059.582.067-02, resident and domiciled in the city and state of Rio de Janeiro, with business address at Av. Presidente Vargas, 1012, 4º andar, Centro, Rio de Janeiro/RJ, CEP. 20.071-910; CARLOS HENRIQUE MOREIRA, Brazilian, married, engineer, bearer of identity card no. CREA/RJ 12544-D and inscribed in the roll of individual taxpayers (CPF/MF) under no. 005.215.077-15, resident and domiciled in the city and state of Rio de Janeiro, with business address at Avenida Presidente Vargas, 1012, 15º andar, Centro, CEP 20071-910 was elected, along with his deputy MARCELLO DA SILVA MIGUEL, Brazilian, married, telecommunications engineer, bearer of identity card (RG) no. 05866027-5 – IFP, inscribed in the roll of individual taxpayers (CPF/MF) under no. 797.011.597-72, resident and domiciled in the city and state of Rio de Janeiro, with business address at Avenida Presidente Vargas, 1012, 14º andar, Centro, CEP 20071-910; JOSÉ FORMOSO MARTÍNEZ, Mexican, married, engineer, bearer of identity card (RNE) no. V405864-B, inscribed in the roll of individual taxpayers (CPF/MF) under no. 059.557.727-07, resident and domiciled in the City and State of Rio de Janeiro, with business address at Avenida Presidente Vargas, 1012, 15º andar, Centro, CEP 20071-910, was elected, along with his deputy CARLOS EDUARDO COUTINHO SOBRAL VIEIRA, Brazilian, married, engineer, bearer of identity card no. 2796924 IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under no. 260.370.097-91, resident and domiciled in the City and State of Rio de Janeiro, with business address at Av. Presidente Vargas, nº 1.012, 8º andar, Centro, Rio de Janeiro/RJ, CEP: 20.071-910; and ISAAC BERENSZTEJN, Brazilian, divorced, engineer, bearer of identity card no. 3.174.052 IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under no. 332.872.367-68, resident and domiciled in the city and state of Rio de Janeiro, with business address at Avenida Presidente Vargas, 1012, 11º andar, Centro, CEP 20071-910, was elected, along with his deputy GUSTAVO SOARES SILBERT, Brazilian, married, economist, bearer of identity card no. 05642001-1 – IFP/RJ, inscribed in the roll of individual taxpayers (CPF/MF) under no. 813.829.527-91, resident and domiciled in the city and state of Rio de Janeiro, with business address at Av. Presidente Vargas n° 1012, 6° andar, Centro, Rio de Janeiro/RJ, CEP: 20.071-910.

 

 
 

 

MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING OF NET SERVIÇOS DE COMUNICAÇÃO S.A.

HELD ON APRIL 30, 2012.

 

 

 
 

 

MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING OF NET SERVIÇOS DE COMUNICAÇÃO S.A.

HELD ON APRIL 30, 2012.

 

 

ii) appointed by shareholder GLOBO COMUNICAÇÃO E PARTICIPAÇÕES S.A., JORGE LUIZ DE BARROS NÓBREGA, Brazilian, married, business administrator, bearer of identity card no. 029.741.88-1 - IFP-RJ and inscribed in the roll of individual taxpayers (CPF/MF) under no. 371.632.567-87, resident and domiciled in the city and state of Rio de Janeiro, with business address at Avenida Afrânio de Melo Franco nº 135, 2º andar, Leblon, CEP 22430-060, was reelected, and his deputy SERGIO LOURENÇO MARQUES, Brazilian, married, engineer, bearer of identity card no. 625.547 SSP-ES, inscribed in the roll of individual taxpayers (CPF/MF) under no.  862.651.487-53, resident and domiciled in the city and state of Rio de Janeiro, with business address at Avenida Afrânio de Melo Franco nº 135, 1º andar, Leblon, CEP 22430-060, was elected; ROSSANA FONTENELE BERTO, Brazilian, married, business administrator, bearer of identity card no. 07219375-8 – SSP-RJ, inscribed in the roll of individual taxpayers (CPF/MF) under no. 878.888.907-68, resident and domiciled in the city and state of Rio de Janeiro, with business address at Avenida Afrânio de Melo Franco nº 135, 2º andar, Leblon, CEP 22430-060, was reelected, and her deputy GABRIELA SALOMÃO VAZ MOREIRA, Brazilian, married, lawyer, bearer of identity card (OAB-RJ) no. 85.265, issued on June 16, 2008, inscribed in the roll of individual taxpayers (CPF/MF) under no. 002.031.617-85, resident and domiciled in the city and state of Rio de Janeiro, with business address at Avenida Afrânio de Melo Franco nº 135, 5º andar, Leblon, CEP 22430-060, was elected.

 

4.             iii) In order to comply with Article 11 of the Company’s Bylaws, which states that at least 20% (twenty percent) of the Board of Directors must consist of independent members, as defined by the BOVESPA Level 2 Listing Rules, whose votes are not tied to the resolutions taken in the Prior Meetings, pursuant to the Company’s Shareholders Agreement, the holders of common shares elected, with the abstention of shareholder Irak Reginato Craveiro, FERNANDO CARLOS CEYLÃO FILHO, Brazilian, married, lawyer, bearer of identity card (OAB-RJ) no. 22.908, inscribed in the roll of individual taxpayers (CPF/MF) under no. 182968157-53, resident and domiciled in the city and state of Rio de Janeiro, at Rua Constante Ramos no 22, apto 501, CEP 22051-010, and MAURO SZWARCWALD, Brazilian, married, business consultant, bearer of identity card no. 2.382.767-8 – IFP-RJ, inscribed in the roll of individual taxpayers (CPF/MF) under no. 266.440.967-00, resident and domiciled in the city and state of Rio de Janeiro, with residential address at Avenida Lúcio Costa nº 3360, bloco 2, apartamento 3002, Barra da Tijuca, CEP 22630-010, with their respective deputy positions remaining vacant.

 

The elected and reelected Board Members declare they are not legally prevented from exercising the management of a business corporation and will take office by signing the Investiture Term. Furthermore, the investiture of Board Member Carlos Hernán Zenteno de Los Santos will be conditioned to the authorization from the Ministry of Labor for exercising of the position of member of the Company’s Board of Directors to which he was elected herein.

 

 
 

 

MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING OF NET SERVIÇOS DE COMUNICAÇÃO S.A.

HELD ON APRIL 30, 2012.

 

The Shareholders’ Meeting set the global annual compensation for the Company’s Management at up to (and including) seventeen million reais (R$17,000,000.00), for the 2012 fiscal year, including statutory and non-statutory executive officers, and the members of the Board of Directors, assisted by the Compensation Committee, will be responsible for its distribution.  

 

5.             The shareholders acknowledged the end of the term of the members of the Company’s Fiscal Council, and approved the election/reelection of the following members, with term of office until the 2013 Annual Shareholders’ Meeting, as follows:

 

i) appointed by shareholders GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A. and EMBRATEL PARTICIPAÇÕES S.A., MARTIN ROBERTO GLOGOWSKY, Brazilian, married, lawyer and business administrator, bearer of identity card (RG) no. 4.700.146 (SSP-SP), inscribed in the roll of individual taxpayers (CPF/MF) under no. 861.682.748-04, resident and domiciled in the city and state of São Paulo, at Rua Barão de Santa Eulália, n.º 170, apto 52, and ERALDO SOARES PEÇANHA, Brazilian, married, accountant, bearer of identity card (CRC-RJ) no. 020.809-09, inscribed in the roll of individual taxpayers (CPF/MF) under no. 179.386.437-34, resident and domiciled in the city and state of Rio de Janeiro, at Av. Prefeito Dulcidio Cardoso, 1.400, Bloco 1 - ap. 1202, Barra da Tijuca, CEP: 22620-311, were reelected, with their respective deputy positions remaining vacant.

 

ii) in a separate election, pursuant to Article 161, paragraph 4, item a, of Law 6,404/76, without the participation of the shareholders GB EMPREENDIMENTOS E PARTICIPAÇÕES S.A., EMBRATEL PARTICIPAÇÕES S.A., EMPRESA BRASILEIRA DE TELECOMUNICAÇÕES S.A. – EMBRATEL, and GLOBO COMUNICAÇÃO E PARTICIPAÇÕES S.A., the attending shareholders holding preferred shares appointed JOÃO ADAMO JÚNIOR as a sitting member, and ROBERTO DE MIGUEL as a deputy member. Subsequently, the attending shareholders holding preferred shares decided, by unanimous vote, to elect JOÃO ADAMO JÚNIOR, Brazilian, married, lawyer, bearer of identity card (RG) no. 11.347.442 SSP/SP, inscribed in the roll of individual taxpayers (CPF/MF) under no. 132.904.408-85, resident and domiciled in the city and state of São Paulo, at Rua Fernando da Cruz, nº  150, Jardim Guedala, CEP 05614-030, as a sitting member, and ROBERTO DE MIGUEL, Brazilian, married, accountant, bearer of identity card (CRC) no. 137.215/0-3, inscribed in the roll of individual taxpayers (CPF/MF) under no. 903.384.648-91, resident and domiciled in the city and state of São Paulo, at Avenida Nove de Julho, nº 5569, 2º andar, CEP 01407-200, as a deputy member.

 

The Shareholders’ Meeting fixed the annual global compensation of the members of the Fiscal Council for fiscal year 2012 at up to six hundred thousand reais (R$600,000.00). The Shareholders’ Meeting also approved the Fiscal Council’s 2012 budget in the amount of one hundred fifty thousand reais (R$150,000.00). 

 

 
 

 

 

MINUTES OF THE ANNUAL SHAREHOLDERS’ MEETING OF NET SERVIÇOS DE COMUNICAÇÃO S.A.

HELD ON APRIL 30, 2012.

 

CLOSURE: The meeting was adjourned for the time required to draw up the minutes in the book. Upon reopening of the meeting, the minutes were read, found to be in compliance, approved, and signed by all those present.  

                   

This is a free translation of the minutes drawn up in the Company’s records.

 

São Paulo – SP, April 30, 2012.

 

 

 

Joana Graeff Martins

Secretary

                                                                                                                                  

 

SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 02, 2012
 
NET SERVIÇOS DE COMUNICAÇÃO S.A.
By:
/S/  José Antonio Guaraldi Félix
 
José Antonio Guaraldi Félix
CEO
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.