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K labin SA

Av Brig Faria Lima 3600 04538-132 São Paulo SP
phone 11 3046 tel

5800 www.klabin.com.br

MANAGEMENT PROPOSAL MANAGEMENT AND AUDIT COMMITTEE REMUNERATION Instruction CVM 481, of December 17, 2009 Article 12

Klabin S.A.’s management submits to the General Meeting the following proposal for remuneration of the management bodies and the Audit Committee for the fiscal year 2012: Management BRL 30,000,000.00 Audit Committee BRL 1,700,000.00 This is the proposal that the Management submits to the General Meeting. São Paulo, March 2, 2012. Daniel Miguel Klabin Chairman of the Board of Directors Antonio Sergio Alfano Finance, Planning and Investor Relations Officer

K labin SA
Av Brig Faria Lima 3600 04538-132 São Paulo SP
phone 11 3046 tel

5800 www.klabin.com.br

PROPOSAL FOR DESTINATION OF THE NET PROFIT Attachment 9-1-11 of Instruction CVM no. 481, of December 17, 2009 Management Proposal: Destination of the monies in the fiscal year 2011, including the net profit in the fiscal year and the amounts of realizations, constitutions, reserve reversals and dividend distribution to shareholders, as shown in the referred to Financial Statements (amounts in BRL): Composition of the balance of Retained Earnings a) Net Profit in the fiscal year ........................................................182,721,032.95 b) Realization of Reserve for Revaluation..............................................713,432.93 c) Realization of Biological Asset Reserve (Proprietary)...................113,576,774.06 d) Realization of Biological Asset Reserve (Subsidiaries) (*)..............66,225,521.05 e) Reversal of Reserve for Investments and Working Capital for distribution of the 2011 proposed complementary dividends........................................41,479,458.80 .......................................................................................................404,716,219.79 Destinations f) Constitution of Legal Reserve (5% of the net profit..........................9,136,051.65 g) Constitution of Asset Biological Reserve (Proprietary) ..................72,474,512.40 h) Constitution of Asset Biological Reserve (Subsidiaries) ..............106,106,320.00 i) Fiscal year 2011 anticipated dividends, as approved by the Board of Directors: in the meeting of June 21, 2011: • BRL 86.51 per lot of 1,000 common shares..............................27,408,752.48 • BRL 95.16 per lot of 1,000 preferred shares ............................54,589,384.06 In the meeting of September 22, 2011: • BRL 58.22 per lot of 1,000 common shares..............................18,445,700.72 • BRL 64.04 per lot of 1,000 preferred shares ............................36,557,601.14 .......................................................................................................137,001,438.40 j) Proposal of complementary dividends: from fiscal year 2011: • BRL 84.74 per lot of 1,000 common shares..............................26,847,967.69 • BRL 93.21 per lot of 1,000 preferred shares ............................53,149,929.65 ........................................................................................................79,997,897.34 .......................................................................................................404,716,219.79 (*) Contained in equity earnings The dividend total corresponds to 100% of the adjusted net profits as provided for under the law and in Klabin S.A.’s Corporate By-laws and part of the Reserve for Investments and Working Capital...................................................216,999,335.74 São Paulo, February 23, 2011. THE BOARD OF DIRECTORS

K labin SA
Av Brig Faria Lima 3600 04538-132 São Paulo SP
phone 11 3046 tel

5800 www.klabin.com.br

1. Net Profit in the fiscal year - BRL thousand..................182,721,032.95 2. Total Amount and value per share of the dividends, including anticipated dividends and interest on own capital already declared: Dividends Type of Share Total ON PN Distributed - BRL thousand 45,854,453.20 91,146,985.20 137,001,438.40 Proposed 26,847,967.69 53,149,929.65 79,997,897.34 Total 72,702,420.89 144,296,914.86 216,999,335.74 3. Percent of the net profit in the fiscal year distributed and adjusted under the terms of the law ............................................................100% 4. Total amount and value per share of the dividends distributed with basis on profits in previous fiscal years.............................Not applicable 5. Inform, after deducted anticipated dividends and interest on own capital already declared: a) The gross amount of dividends and interest on own capital, on an individual basis, per share of each type and class: •

Common Nominative................................................................26,847,967.69 Preferred Nominative...............................................................53,149,929.65

Total.................................................................................................79,997,897.34 b) Form and term for dividend payment...On a lumpsum within up to 20 days from the date when the Ordinary General Meeting (OGM) is held c) Eventual incidence of monetary correction and interest on dividends............Not applicable d) Deadline for statement of dividend payment considered for identification of shareholders entitled to receive it.................................................Date of the OGM 6. In case there has been a statement of dividend payment with basis on profits recorded in half-yearly or lower-term balance sheets Descriptio Stated on n Dividends 06/21/2011 Paid on 07/15/2011 Gross Amount per Share ON BRL 0.08651 ON BRL 0.09516 ON BRL 0.05822 ON BRL 0.06404 Total Amount BRL 81,998,136.54 BRL 55,003,301.86

Dividends 09/22/2011

10/11/2011

Total BRL thousand .........................................................................................137, 001,438.40 7. Comparative Table indicating the following amounts per share of each type and class: 2011 2010 2009

K labin SA
Av Brig Faria Lima 3600 04538-132 São Paulo SP
phone 11 3046 tel

5800 www.klabin.com.br

Profit (loss) per ON/PN share - BRL 0.1991 Dividend distributed per share - BRL 2011 ON 0.1447 PN 0.1592 8. Being the profit destined to legal reserve

0.6100 2010 0.1251 0.1376

0.1852 2009 0.1282 0.1411

a) Amount destined to Legal Reserve .........................................BRL 9,136,051.65 b) Detail the form of legal reserve calculation 5% of the net profit in the fiscal year 9. In case the Company has preferred shares entitled to Fixed or minimum dividends........................................................Not applicable 10. In relation to the mandatory dividend a) Description of the form of calculation provided for in the by-laws: Art. 25-The fiscal year starts on January 1 and ends on December 31 each year, when the corresponding financial statements shall be elaborated, as required under the law, observing the following, in relation to the destination of the earnings recorded: a) From the earnings in the fiscal year, there shall be deducted accumulated losses and provision for income tax. b) The net profit recorded shall be destined as follows: i) 5% (five per cent) for constitution of the legal reserve until this reaches 20% (twenty per cent) of the corporate capital; ii) constitution of other reserves provided for under the law; iii) distribution to shareholders, in each fiscal year, of a dividend not lower than 25% (twenty-five per cent) calculated over the net profit adjusted as provided for under the law and also adjusted by the constitution, realization and reversal, within the respective fiscal year, of the Biological Asset Reserve (subparagraphs v), vi) and vii) and the realization of the account "Equity Valuation Adjustments”, observing priority to preferred shares; iv) creation of a Reserve for Investments and Working Capital, constituted of a variable part corresponding to 5% to 75% of the net profit adjusted as provided for under the law, observing the limit foreseen in article 199 of Law no. 6.404/76, with an aim at assuring funds for investment in fixed asset items, additions to working capital, including through debt amortization, regardless of retention of earnings linked to capital budgets, being it possible to use the balance for loss absorption, whenever necessary, in the distribution of dividends, at any time, in redemption operations, reimbursement or purchase of shares, when authorized as provided for in these by-laws, or for incorporation to the corporate capital. v) creation, in each fiscal year, of a Biological Asset Reserve, by the destination of the earnings in the period for what is contained therein, net of tax effects, of evaluation revenue at fair value of proprietary biological assets and of evaluation revenue at fair value of subsidiaries’ biological assets included in equity accounting results recognized by the controller. The amount to be used for constitution of the Biological Asset Reserve shall be limited to the balance of the account “Accumulated Profits or Losses” after the constitution, if so, of the Legal, Contingencies, Fiscal Incentives and Unrealized Profits Reserves. vi) in case of expenses due to reduction of the fair value of biological assets (proprietary and of subsidiaries included in the equity accounting results) contained in earnings in the fiscal year, the respective amount, net of tax

K labin SA
Av Brig Faria Lima 3600 04538-132 São Paulo SP
phone 11 3046 tel

5800 www.klabin.com.br

effects, shall be reverted from the Biological Asset Reserve to “Retained Profits or Losses”. vii) the realization of the Biological Asset Reserve shall correspond to the exhaustion value of the fair value of biological assets (proprietary and of the subsidiaries included in the equity accounting results) recorded in the earnings of each year, net of tax effects. The realization of the balances of earnings existing in the Biological Asset Reserve shall provoke reversal of the respective amounts to "Retained Profits or Losses," for destination. viii) the Biological Asset Reserve shall not exceed the amount of the corporate capital. ix) in case of losses in the fiscal year, and if after the realizations and reversals mentioned in subparagraphs vi) and vii) above there remains a negative balance in “Retained Profits or Losses”, there shall be used the balances of profit reserves to offset such negative balance, as provided for under the law, being the Biological Asset Reserve the penultimate to be used for this purpose and the Legal Reserve the last one. If the negative balance remains, Capital Reserves may be used for this purpose. c) The General Meeting shall decide on the destination to be given to any eventual balance of the net profit recorded. § 1 - Company’s Management, observing all legal provisions, may elaborate half-yearly balance sheets, or lower period ones, as well as declare interim dividends “ad referendum" of the General Meeting to the retained profits account or to the account of existing profits in the last balance sheet. § 2 The General Meeting may determine the distribution to the managers of the company of a net profit sharing which should not exceed half their respective annual remuneration, or 0.1 (one tenth) of the profits, which is lower. § 3 - The payment of dividends, except when otherwise deliberated by the General Meeting, shall take place within 60 (sixty) days from the date when they are declared and, in any case, within the fiscal year. b) Inform if it is being fully paid ............................................... There can be no dividend retention c) Inform any amount eventually retained ............................................................... Not applicable 11. Retention of mandatory dividend............................... Not applicable 12. Destination of earnings to contingency reserve .......... Not applicable 13. Destination of earnings to unrealized profits reserve. . Not applicable 14. Destinations for statutory reserves: i) Constitution of Biological Asset Reserve (Proprietary) ...................72,474,512.40 ii) Constitution of Biological Asset Reserve (Subsidiaries) ..............106,106,320.00 b) The net profit recorded shall be destined as follows: v) constitution, in each fiscal year, of the Biological Asset Reserve, by destination of earnings in the period for what is contained therein, net of tax effects, of revenue from evaluation at fair value of proprietary biological assets and of revenue from evaluation at fair value of biological assets of subsidiaries contained in the equity accounting result recognized by the controller. The amount to be used for constitution of the Biological Asset Reserve shall be limited to the balance of the account “Retained Profits or Losses” after the constitution, if so, of Legal, Contingency, Fiscal Incentives and Unrealized Profits Reserves. 15. Profit Retention foreseen in capital budget ............... Not Applicable

K labin SA
Av Brig Faria Lima 3600 04538-132 São Paulo SP
phone 11 3046 tel

5800 www.klabin.com.br

16. Destination of earnings to fiscal incentive reserve...... Not applicable

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