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___
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP
Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ): 43.776.517/0001-80
SUBSCRIBED AND PAID-IN CAPITAL: R$ 6,203,688,565.23
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
SUMMARY OF RESOLUTIONS
Pursuant to CVM Instruction 480 of December 7, 2009, we hereby present the summary of the resolutions of the Annual and Extraordinary Shareholders’ Meeting held on April 23, 2012, at 3:00 p.m., at the Company's headquarters:
EXTRAORDINARY SHAREHOLDERS’ MEETING
Item |
|
Resolution | |
I. |
Ratification of CODEC Reports 194/2011 and 21/2012, dated August 31, 2011 and February 24, 2012, respectively, on the adjustment of the compensation of Executive Officers and members of the Board of Directors, Fiscal Council and Audit Committee of companies controlled by the state. |
|
Approved by a majority vote |
|
|
|
|
II. |
Amendment of Sabesp’s Bylaws, with the amendment of article 1: new wording of the first and second paragraphs and renumbering of the third, fourth and fifth paragraphs; article 3: new wording of the caput; article 5: new wording of the fifth paragraph; article 8: new wording of the caput and third paragraph; article 13: inclusion of items XXIII and XXIV; article 23: new wording of the caput; article 39: new wording; article 40: new wording of the caput and first paragraph and inclusion of the second paragraph; article 41: new wording of item II; article 42: new wording of the caput and item II and inclusion of the sole paragraph; article 43: new wording; article 44: new wording of the caput and first paragraph; article 45: new wording of the caput, items I and II and first and second paragraphs, inclusion of third and fourth paragraphs and renumbering of fifth paragraph; inclusion of article 46 and first, second, third and fourth paragraphs to adjust to the updated version of the Listing Regulations of the BM&FBovespa’s Novo Mercado segment in effect since May 2011. Exclusion of article 11 to adjust to Article 6 of Law 12431/2011, which amended Law 6404/1976. Amendment of the wording of Article 31 to adjust to Article 31-C of CVM Instruction 509/2011. Renumbering of articles 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45 and 46. |
|
Approved by a majority vote |
|
|
|
|
1
ANNUAL SHAREHOLDERS’ MEETING
Item |
|
Resolution | |||
I. |
Examination of the Annual Management Report for the fiscal year ended December 31, 2011; resolution on the Company’s Financial Statements for the fiscal year ended December 31, 2011, namely: Balance Sheet and respective Statements of Income, Changes in Shareholders’ Equity, Cash Flow and Value Added and Notes to the Financial Statements, in addition to Independent Auditors and Fiscal Council’s Reports.
|
|
Approved by a majority vote | ||
|
|
|
| ||
II. |
Resolution the allocation of net income for fiscal year 2011. |
|
Approved by a majority vote
| ||
Net Income for the Year |
R$ |
1,223,419,053.93 | |||
(-) 5% Legal Reserve |
R$ |
61,170,952.70 | |||
(-) Minimum Mandatory Dividends |
R$ |
290,562,025.30 | |||
(-) Additional Proposed Dividends |
R$ |
288,142,997.12 | |||
Accumulated Profit |
R$ |
583,543,078.81 | |||
III. |
Election of the members of the Board of Directors and the sitting and alternate members of the Fiscal Council and establishment of their compensation. |
|
Approved by a majority vote | ||
|
|
|
|
2
BOARD OF DIRECTORS | |||
Name |
Position held |
End of term of office |
Elected by the controlling shareholder (yes/no) |
Edson de Oliveira Giriboni |
Chairman |
April 2014 |
YES |
Andrea Sandro Calabi |
Member |
April 2014 |
YES |
Alberto Goldman |
Member |
April 2014 |
YES |
Dilma Seli Pena |
Member |
April 2014 |
YES |
Sidney Estanislau Beraldo |
Member |
April 2014 |
YES |
Walter Tesch |
Member |
April 2014 |
YES |
Heraldo Gilberto de Oliveira |
Independent member |
April 2014 |
YES |
Jerônimo Antunes |
Independent member |
April 2014 |
YES |
Reinaldo Guerreiro |
Independent member |
April 2014 |
YES |
Alexandre Bialer |
Independent member |
April 2014 |
NO |
FISCAL COUNCIL | |||
Name |
Position held |
End of term of office |
Elected by the controlling shareholder (yes/no) |
José Antonio Xavier |
Sitting member |
April 2013 |
YES |
Humberto Macedo Puccinelli |
Sitting member |
April 2013 |
YES |
Horácio José Ferragino |
Sitting member |
April 2013 |
YES |
Alexandre Luiz Oliveira de Toledo |
Sitting member |
April 2013 |
NO |
Tomás Bruginski de Paula |
Alternate member |
April 2013 |
YES |
José Rubens Gozzo Pereira |
Alternate member |
April 2013 |
YES |
Joaldir Reinaldo Machado |
Alternate member |
April 2013 |
YES |
Antonio Cláudio Zeituni |
Alternate member |
April 2013 |
NO |
São Paulo, April 23, 2012.
3
Companhia de Saneamento Básico do Estado de São Paulo - SABESP | ||
By: | /s/ Rui de Britto Álvares Affonso
|
|
Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer |
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.