WEG S.A.
GRUPO WEG
A PUBLICLY LISTED COMPANY
CNPJ SOB 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 24, 2012, 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:
On AGO:
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 31,2011.
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.
4.
Deliberate on management’s global annual pay.
5.
Elect of members of the Fiscal Council and establish their pay.
6.
Aprove the newspapers used for legal announcement disclosures.
On AGE:
7.
Deliberate on capital increase from R$ 2,265,367,031.00 to R$ 2,718,440,437.00,
without the issuance of new shares, through the use capital reserves, with the
consequent changes of article 5 of the Company’s bylaws.
8.
Changes of caput of art. 17 of the Company’s bylaws, in order to exempt members
of Board of Directors must be shareholders of the Company.
9.
Changes of caput of art. 33 of the Company’s bylaws, so as not to enable
administrators to loans.
10. Adaptation of Company’s bylaws on mandatory minimum provisions in accordance
with the “Regulamento de Listagem do Novo Mercado” of BM&FBOVESPA, with the
consequent changes of articles 17, 22, 26, 36, 40, 42, 44 and inclusion of article 44A.
Additional Information:
Docummentation – All documents and information needed for the shareholders to
exercise their right to vot, 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&FBOVESPA
(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 Instrução nº
481/2009.
Multiple Vote – In compliance with the provisions of art. 3º of CVM Instrução 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 23, 2012.
DÉCIO DA SILVA
Chairman of the Board