Call Notice ESM
Second Call Notice
Extraordinary Shareholders‘ Meeting
The Shareholders of CONTAX PARTICIPAÇÕES S.A. (“Company”) are hereby invited to the Extraordinary Shareholders’ Meeting, to be held, on a second call, on April 20, 2016, at 11:00 a.m., at the Company’s headquarters, at Avenida Paulista, nº 407, 8º andar, in the city and state of São Paulo, to resolve on the following Agenda:
1) Definition of the number of members to compose the Company’s Board of Directors and election of new sitting and alternate members of the Board of Directors, for a two(2)-year term of office;
2) Proposal for admission of the Company in the Novo Mercado special listing segment of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”);
3) Proposal to convert 100% of the preferred shares issued by the Company into common shares, in the proportion of one (1) preferred share for each common share and subsequent extinction of share deposit certificates issued by the Company (units) (“Conversion of Shares”);
4) Proposal for the reverse stock split of all shares issued by the Company, in the proportion of one hundred (100) shares to one (1) share, without changing the capital stock (“Reverse Stock Split”), and subsequent change in the caput of Article 5 of the Bylaws to reflect the new number of shares of the Company’s capital stock;
5) Proposal to amend the Company’s Bylaws to adjust it to the minimum clauses of the Novo Mercado Listing Regulations of the BM&FBOVESPA, as well as to adopt high corporate governance practices, and to reflect the Reverse Stock Split and the Conversion of Shares; and
6) Authorization for Management to take all acts necessary to implement the resolutions of the matters on the agenda.
GENERAL INFORMATION:
1. Considering that the Meeting will be held following a second call, it will be installed with the presence of any number of shareholders.
2. The documentation and information related to the matters to be resolved at the Meeting, especially information required by CVM Instruction 481/09, are available to Shareholders at the Company’s headquarters and on its Investor Relations website (www.contax.com.br/ri), as well as on the website of the Brazilian Securities and Exchange Commission – CVM (www.cvm.gov.br).
3. Pursuant to CVM Instruction 165/91, amended by CVM Instruction 282/98, we hereby inform that the minimum percentage interest in the voting capital to request the adoption of a multiple vote for the election of the members of the Board of Directors is five percent (5%). Shareholders can exercise this right up to forty-eight (48) hours prior to the Meeting.
4. Pursuant to Article 141, paragraph 6 of Law 6404/76, only shareholders who prove uninterrupted ownership of the required shareholding interest during a period of at least three (3) months immediately prior to the Meeting can elect and remove from office, at a separate vote, a member of the Board of Directors and his/her alternate.
5. In order to expedite the process of registration of the Shareholders attending the Meeting, we request that the Shareholder who wishes to be represented by a proxy to deposit, up to two (2) business days prior to the Meeting, the respective power of attorney, with special powers, accompanied by a copy of corporate acts and/or documents that prove the representation of the Shareholder, when it is a legal entity, at Avenida Paulista, nº 407, 8º andar, in the city and state of São Paulo, between 9:00 a.m. and 12:00 p.m. and 2:00 p.m. and 6:00 p.m., care of the Legal Department, as detailed in the General Clarification of the Management Proposal submitted to the Meeting.
6. Shareholders whose shares are held under custody by the Stock Exchange who wish to participate in the Meeting should present an updated statement issued by the custodian, specifying their respective shareholdings.
São Paulo, April 12, 2016.
Shakhaf Wine
Chairman of the Board of Directors
Click here to access the Call Notice
Click here to access the Management Proposal (Portuguese only)
IR Contacts:
Tel.: +55 (11) 3131-5136 or +55 (11) 3131-1763
E-mail: ri@contax.com.br
Website: http://ir.contax.com.br