WEG S.A.
GRUPO WEG
A PUBLICLY LISTED COMPANY
CNPJ NR. 84 429 695/0001-11
AVENIDA PREFEITO WALDEMAR GRUBBA, 3.300
JARAGUÁ DO SUL - SANTA CATARINA
CALL NOTICE
ANNUAL SHAREHOLDERS’ MEETING
The shareholders of this Company are hereby invited to meet for General Ordinary and Extraordinary
Meeting to be held at 16:00 on April 23, 2014, at the Company’s headquarters, located at Av.
Prefeito Waldemar Grubba, 3.300, Jaraguá do Sul, state of Santa Catarina, to deliberate on the
following:
AGENDA:
At the Ordinary General Shareholders’ Meeting:
1. Examine, discuss and vote on the management report, financial statements, independent
auditors’ report, fiscal council opinion and other documents relating to the fiscal year ended
December 31, 2013.
2.
Deliberate on the destination of the net earnings of the fiscal year and ratification of the dividend
and interest on stockholders’ equity, as deliberated on Meetings of the Board of Directors.
3.
Elect of members of the Board of Directors, composed of seven members.
4.
Deliberate on management’s global annual pay.
5.
Elect of members of the Fiscal Council and establish their pay.
6.
Aprove the newspaper used for legal announcement disclosures.
At the Extraordinary General Shareholders’ Meeting:
7. Deliberate on proposal to increase capital by 30% (thirty percent), from R$ 2,718,440,437.00
to R$ 3,533,972,568.00, with the use capital reserves and with issuance of new shares, going
from 620,905,029 shares to 807,176,538 shares, with current shareholders receiving 3 (three)
new shares for each 10 (ten) shares held. Fractions of shares will be processed in accordance
with Article 169, paragraph 3, of Law nº 6.404/76. Consequently, the caput of Article 5 will be
changed of the Company’s bylaws.
8. Changes of items 07 and 16 of WEG S.A.’s Stock Option Plan, in order to, respectively: (a)
invested shares are released for sale by the participant from the time limits for vesting, even if
the participant does not exercise the right to immediately purchase; and (b) the participant is
allowed, in case of special termination, exercise the right to purchase all of the options, vested
or not, within 12 months from the date of the special termination.
Additional Information:
Documentation – All documents and information needed for the shareholders to exercise their right
to vote, in particular the proposals from the management relating to the issues in vote, are available
at the internet pages of the Brazilian securities regulator Comissão de Valores Mobiliários
(www.cvm.gov.br), BM&F/BOVESPA (www.bmfbovespa.com.br) and of the Company
(www.weg.net).
Proxy voting – Shareholders may participate in the Meeting on their own account or represented by
their legal representatives or proxies appointed as such for less than one year, that are also
shareholders, a Company manager or an attorney at law, and the proxy must comply with provisions
of Brazilian law nº 6.404/76 and CVM Instruction nº 481/2009.
Multiple Vote – In compliance with the provisions of art. 3º of CVM Instruction nº 165, dated
11/12/91, the minimum percentage required to request the adoption of cumulative voting process
for election of members of Board of Directors is 5% (Five percent) of total shares of the Company.
Jaraguá do Sul (SC), March 19, 2014.
DÉCIO DA SILVA
Chairman of the Board