SARAIVA S/A LIVREIROS EDITORES
CNPJ/MF [Corporate Taxpayer’s Registry] No. 60.500.139/0001-26
ORDINARY AND EXTRAORDINARY GENERAL MEETING
NOTICE OF THE MEETING
We hereby invite the shareholders to appear at the Ordinary and Extraordinary Meetings that will be successively held on April 25th, 2012, at 03:00 p.m., in the head offices of the Company, located at Rua Henrique Schaumann, 270, 4º andar, Pinheiros, São Paulo/SP, to resolve on the following Agenda: 1. Ordinary General Meeting: 1.1. Analysis, discussion and voting on the administration report and financial statements, with the opinion of the independent auditors related to the fiscal year ended on 12/31/2011 1.2. Approval of the administrators’ participation in the profits of the Company and establishment of the respective payment date 1.3. Destination of the revenue obtained in the fiscal year ended on 12/31/2011 1.4. Establish a date to pay interest on capital 1.5. Election of the members of the Board of Directors 1.6. Establish a global compensation for the administrators. 2. Extraordinary General Meeting: 2.1. Increase the Company’s capital stock, upon capitalization of profits and reserves, under the terms of article 169, §1 of Law 6.404/76 2.2. Change the Company’s Bylaws to adjust them to the minimum clauses required by the new Level Two Listing Rules of BM&FBOVESPA 2.3. Restate the Bylaws. In view of SEC Regulation No. 282/98, we inform that the minimum percentage of interest in the voting capital, necessary to require the adoption of the multiple vote is of 5% (five per cent).
1. It may attend the meeting the shareholders holding stocks issued by the Company, in person or represented by their legal representatives or attorneys, provided that such stocks are registered in their name at the depositary financial institution responsible for registering the Company’s stocks, and/or custody agent, according to article 126 of Law No. 6.404/76. The shareholders shall present themselves before the hour established for the beginning of the Meeting, as indicated in this Notice, holding the following documents:
- Shareholders – Natural Persons: ID with picture (RG, RNE, CNH or, professional class cards officially recognized) and document proving he is the holder of stocks issued by the Company, duly d, issued by the bookkeeping financial institution and/or custody agent after April 20th,2012
- Shareholders – Legal Entities: authenticated copy of the restated bylaws or articles of association and corporate documents granting representation powers (minutes of the meeting electing officers and/or power-of-attorney) ID with picture of the legal representative and document proving it holds stocks issued by the Company, duly d, issued by a bookkeeping financial institution and/or custody agent after April 20th, 2012
- Investment Funds: authenticated copy of the last consolidated regulation of the Fund and bylaws or articles of association of its administrator, in addition to the corporate documents granting representation powers (minutes of the meeting electing officers and/or power-of-attorney) ID with picture of the legal representative and document proving it holds stocks issued by the Company, duly d, issued by a bookkeeping financial institution and/or custody agent after April 20th, 2012.
2. It is available in the Company’s head offices and in the Company’s website (www.saraivari.com.br) website of the Securities and Exchange Commission – SEC (www.cvm.gov.br) and BM&FBOVESPA (www.bmfbovespa.com.br), to be consulted by the shareholders, copies of the documents to be discussed in the Extraordinary and Ordinary General Meetings, as well as those required by the SEC Regulation No. 481, as of December 17th, 2009.
São Paulo, April 09th, 2012.
JORGE EDUARDO SARAIVA