INVESTIMENTOS E PARTICIPAÇÕES EM INFRAESTRUTURA S.A. – INVEPAR
PUBLICLY-HELD COMPANY
Corporate Taxpayer’s ID (CNPJ/MF): 03.758.318/0001-24
Company Registry (NIRE): 33.3.002.6.520-1
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING
th
HELD ON DECEMBER 28 , 2011
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1 Date, time and venue: On December 28 , 2011, at 12:00 pm, at the headquarters of Investimentos e
Participações em Infra-Estrutura S.A. – INVEPAR (“Company”), located on Av. Almirante Barroso N° 52, salas
3001 and 3002, Centro, Rio de Janeiro, RJ.
2 Attendance: The shareholders representing the total capital of the Company, according to the logs of the
Shareholders Attendance Book signed and filed at the Company's headquarters, and were present as invitees
Mr. Ricardo Carvalho Giambroni, chairman of the Board of Directors, Mr. Gustavo Nunes da Silva Rocha, Chief
Executive Officer and Investor Relations Officer of the Company, Mr. Marcelo Almeida de Souza, member of
the Fiscal Council and Mrs. Rosalia Maria Tereza Sergi Agati Camello, also asked to act as secretary in this
meeting.
3 Call notice: Waived pursuant to article 124, paragraph 4 of Law N° 6,404/76.
4 Presiding Board: Chairman: Ricardo Carvalho Giambroni; and Secretary: Mrs. Rosalia Maria Tereza Sergi
Agati Camello.
5 Agenda: (i) Discuss an increase of the capital of the Company of R$ 207,874,527.04 (two hundred and seven
million, eight hundred seventy-four thousand, five hundred twenty-seven reais and four centavos), through the
issuance of 4,484,557 (four million, four hundred eighty-four thousand, five hundred fifty-seven) common shares
and 8,969,114 (eight million, nine hundred sixty-nine thousand, one hundred and fourteen) preferred shares; (ii)
Discuss the increase of the authorized capital in the amount of R$ 208,000,000.00 (two hundred and eight
million reais); (iii) Discuss the amendment of articles 5 and 6 of the Bylaws, as a result of the resolutions
indicated in items (i) and (ii) above.
6 Matters and Resolutions: The drawing up of these minutes in summary form pursuant to Article 130 of Law
N° 6,404/76 was approved unanimously by the shareholders. It is hereby recorded that the Fiscal Council of the
Company was favorable to the resolution proposed in item 5 (i) above, in accordance with the documented
opinion filed at Company's headquarters. The shareholders declare that they have previously received the
documents and information regarding CVM Instruction N° 481/09. The following resolutions were approved:
6.1. Capital Increase: The majority of the shareholders, with the recorded abstention of the shareholder
Fundação dos Economiários Federais – FUNCEF, approved an increase in the Company’s capital of
R$ 207,874,527.04 (two hundred and seven million, eight hundred seventy-four thousand, five hundred twentyseven reais and four centavos), through the issuance of 4,484,557 (four million, four hundred eighty-four
thousand, five hundred fifty-seven) common shares and 8,969,114 (eight million, nine hundred sixty-nine
thousand, one hundred and fourteen) preferred shares, all book-entry shares, without par value. The issuance
price
will
be
R$15.451137986
for
common
and
preferred
shares,
considering
the
Company’s
prospect of profitability. The common and preferred shares in question will participate on equal terms with the
currently existing shares in respect to the rights provided by the by-laws and dividend distribution and interest
on equity that may be declared by the Company from the date of its issuance. The common and preferred
shares in question were fully subscribed by the shareholder Fundação Petrobras de Seguridade Social –
PETROS, with the consent of the shareholders BB Carteira Livre I Fundo de Investimento em Ações, OAS
Investimentos S.A. and Construtora OAS Ltda., under the Subscription Order signed by the shareholder, which
is attached hereto and shall be filed at the Company's headquarters.
6.2. Increase of the authorized capital: The increase of the authorized capital in the amount of
R$ 208,000,000.00 (two hundred and eight million reais) was approved. Thus, the new amount of authorized
capital in the Company’s by-laws is R$ 1,758,000,000.00 (one billion, seven hundred fifty-eight million reais).
6.3. Amendment of articles 5 and 6 of the Bylaws, as a result of the resolutions indicated in items 6.1
and 6.2: The amendment of articles 5 and 6 of the Bylaws was approved and shall have the following wording,
with all other provisions of the Bylaws remaining unaltered:
“Art. 5 The capital is R$ 1,699,465,581.94 (one billion, six hundred and ninety-nine million, four hundred sixtyfive thousand, five hundred eighty-one reais and ninety-four centavos), represented by 99,229,303 (ninety-nine
million, two hundred twenty-nine thousand, three hundred and three) common shares and 198,458,606 (one
hundred ninety-eight million, four hundred and fifty-eight thousand, six hundred and six) preferred shares, all
book-entry shares, without par value.
Art. 6 The Company is authorized to increase its capital, irrespective of any amendment to the Articles of the
Bylaws, up to the limit of R$ 1,758,000,000.00 (one billion, seven hundred and fifty-eight million reais).”
6 Closure: There being no further business to discuss, the meeting was adjourned at 1 p.m., being the minutes
drawn up, read, approved and signed by all those attending. Presiding Board: Ricardo Carvalho Giambroni –
Chairman; and Rosalia Maria Tereza Sergi Agati Camello – Secretary. Present Shareholders: BB Carteira Livre
I Fundo de Investimento em Ações, OAS Investimentos S.A., Construtora OAS Ltda, Fundação dos
Economiários Federais – FUNCEF, and Fundação Petrobras de Seguridade Social – PETROS.
I certify that this is a true copy of the original minutes drawn up in the Company´s book.
Rio de Janeiro, December 28, 2011
___________________________
Ricardo Carvalho Giambroni
Chairman
______________________________
Rosalia Maria Tereza Sergi Agati Camello
Secretary
This is a free translation of the original minutes drawn up in the Company's records. Please refer to the
Portuguese version for the original, available in the Company´s and CVM’s website.