Manual for Duratex Extraordinary General Meeting 11am, August 31, 2020 exclusively online
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Manual for Duratex Extraordinary General Meeting 11am, August 31, 2020 exclusively online
Publicly Listed Company
INDEX
1. Message from the Board ................................................................................................................................ 2
2. Information about the EGM ............................................................................................................................ 3
Date, time and format.................................................................................................................................... 3
Quorums for assembly and approval ..................................................................................................... 3
Documents available to shareholders ......................................................................................................... 3
Participation in the meeting ......................................................................................................................... 3
Identification and representation documents ............................................................................................. 4
Representation guidelines for proxies .................................................................................................... 4
Guidelines for participation using the digital platform .......................................................................... 4
Conflicts of interest ............................................................................................................................... 5
Communication channel with the Board of Directors ........................................................................... 5
3. Extraordinary General Meeting ...................................................................................................................... 6
a) to re-ratify the number of sitting members of the Board of Directors elected at the AGOE of
30.04.2020 ............................................................................................................................................ 6
b) to elect a new independent board member to sit on the Senior Board of Directors of the
Company for the current annual term ............................................................................................. 6
Attachments
Attachment 1 – Notice of Invitation .................................................................................................................. 9
Attachment 2 – Information about the candidate for the independent board member position (Items 12.5
to 12.10 of Reference Form – Attachment 24 of the ICVM 480/09) ................................................................... 10
Attachment 3 - Proxies
Proxy Model “A” ................................................................................................................................................. 12
Proxy Model “B” for proxies provided by the Company ....................................................................................... 13
1Publicly Listed Company
1. Message from the Board
São Paulo, July, 2020.
Dear Shareholder,
The Senior Board of Directors has decided to invite the Company’s shareholders to an
Extraordinary General Meeting, for the purposes of:
a) re-ratifying, from 8 (eight) to 9 (nine), the number of full board members on the board,
elected at the AGOE of 30.04.2020; and
b) to elect a new independent member to sit on the Senior Board of Directors of the
Company for the current annual term.
Alexandre de Barros, the candidate recommended by the Controlling Shareholders to take
up the said vacancy, will certainly add expertise and value to the Senior Board of Directors of
the Company, and his election will enable the re-establishment of a minimum percentage of
30% of independent board members, a policy adopted by the Company in keeping with the
best practices of corporate governance.
Due to the effects on the Company arising from the pandemic, and in compliance with the
recommendations of the Ministry of Health to avoid events involving mass gatherings, the
Company has decided to hold the meeting solely in a ‘virtual’ format, in keeping with the terms
of CVM Instruction 622/20, which amended CVM Instruction 481/09.
Thus, shareholders may participate and vote at this meeting using the electronic system for
exercising the right to vote, as described in the instructions provided in the Manual herein.
Against this backdrop, we would like to invite you to participate in the Extraordinary General
Meeting, to be held on August 31, 2020, at 11am, in an exclusively virtual format.
Cordially,
Alfredo Egydio Setubal and Salo Davi Seibel
Co-presidents of the Senior Board of Directors
2Publicly Listed Company
2. Information about the Extraordinary General Meeting
a) Date, time and format
The Extraordinary General Meeting of Duratex (“EGM”) will be held on August 31,
2020, at 11am, in order to examine, discuss and vote on the matters described in the Notice of
Invitation (Attachment 1).
The Company is advising that the EGM will be held in an exclusively virtual format, for
which reason it will be recorded in its entirety, in fulfilment of the determinations of Article 21-
C, §1º, II, of CVM Instruction 481/09, and as amended by CVM Instruction 622/20.
The Notice of Invitation regarding this EGM will be published on the days of August 4, 5
and 6, 2020, in the newspaper publications “Diário Oficial do Estado de São Paulo” and “O
Estado de S. Paulo”, and will also be made available on the websites of the Company’s
Investor Relations (www.duratex.com.br/ri), B3 (www.b3.com.br) and the Brazilian Securities
and Exchange Commission (www.cvm.gov.br).
b) Quorums for assembly and approval
The EGM will be assembled at the first invitation with the presence of Shareholders
representing at least 1/4 of the Company’s shareholder equity, in accordance with Article 125
of Law 6.404/76 (S.A. law).
It should be noted that should there not be a quorum sufficient for the assembly of the
EGM at the first invitation, notice of a second invitation will be announced in due course, with
this announcement occurring within the following 8 days, in accordance with Article 124 of the
S.A. law, and the assembly shall proceed in the presence of Shareholders holding any number
of shares.
Under the terms of Article 129 of the S.A. law, the deliberations of the EGM will be
based on an absolute majority of votes, not including blank votes. Each ordinary share confers
the right to a vote at the EGM.
c) Documents available to Shareholders
In order to instruct the matters to be discussed at the EGM, the Company is making
available to Shareholders the Manual herein, which contains the information required by CVM
Instructions 480/09 and 481/09, and which is available at the Company’s headquarters, as well
as via the sites of the Company’s Investor Relations (www.duratex.com.br/ri), B3
(www.b3.com.br) and Brazilian Securities and Exchange Commission (www.cvm.gov.br).
d) Participation in the meeting
In view of the current restrictions on movement and the recommendations by both
national and international health authorities surrounding the spread of the COVID-19
(coronavirus) in Brazil and around the world, the Company, on an exceptional basis, will hold
the EGM in an exclusively digital (virtual) format, for which reason the participation of
Shareholders can only be carried out:
via a Digital Platform, to be made available by the Company for access on the
day and time of the EGM, as described below.
3Publicly Listed Company
Documents for the identification and representation of the Shareholder
In addition to the supporting documents for the identification and representation of the
Shareholder listed below, a certificate of ownership of shares issued by the Company, proving
qualification as a shareholder (“Documents”), will also need to be presented, being sent in the
form of a PDF file to the e-mail assembleia@duratex.com.br by 11am on 29.08.2020:
(i) Private Individuals: identity document of either the Shareholder or their legal
representative (in this case, accompanied by proof of powers of proxy);
(ii) Legal Entities: articles of association that prove the legal representation of the
Shareholder and identity document of the representative;
(iii) Investment Fund: documents indicated in the item above and the regulation of the
fund.
Exceptionally, the Company (i) will waive the requirement to present authenticated
copies and/or original copies of the documents; and (ii) will not require the notarized
authentication of signatures on documents proving powers of proxy that are sent to the
Company and/or consularized or apostilled powers of proxy, nor will it require sworn
translation of documents drawn up or translated into the Portuguese, English or Spanish
languages.
Representation guidelines for proxies
To assist Shareholders who wish to participate in the EGM via proxy, the Company has
made available a proxy model form in Attachment 3 – Model “A”.
Alternatively, Duratex is making 3 suitable proxies available to represent the
Shareholder at the EGM. These proxies will vote strictly in keeping with the voting preferences
expressed by the Shareholder, shown in the model in Attachment 3 – Model “B”.
Guidelines for participation using the digital platform
The request for the virtual participation of the Shareholder at the EGM using the digital
platform should be sent to the Company via the e-mail assembleia@duratex.com.br
accompanied by the Documents described above by 11am on 29.08.2020. Any Shareholder
who does not submit a request, together with the aforementioned Documents, within the
deadline and format described in this Manual, will not qualify for participation in the EGM.
Recognizing the need for appropriate security measures in enabling virtual participation
in the EGM, the Company will send an e-mail with instructions on how to participate, the ‘link’,
and an access password for the Shareholder to participate using the digital platform only after
receipt of the request to participate together with verification of the identification and
representation documents.
The e-mail to be forwarded by the Company will include information enabling personal
access and should not be shared, a requirement for which the Shareholder shall hold personal
liability. The Shareholder who participates using the digital platform will be able to contribute
and, if desired, exercise their right to vote, and will be considered both present at the EGM and
signatory to the respective act, under the terms of Article 21-V, III and sole paragraph of CVM
Instruction 481/09, and as amended by CVM Instruction 622/20.
The Company (i) recommends that the Shareholder who requests participation at the
EGM familiarize themselves ahead of time with the use of the digital platform, as well as
ensure the compatibility of their electronic device with the said platform; and thus prepared (ii)
requests that, on the day of the EGM, the Shareholder access the platform 30 minutes prior to
4Publicly Listed Company
the time scheduled for the start of the meeting, with the objective of enabling the timely
validation of access and their effective participation.
Any Shareholder who has requested participation in the EGM via digital platform and
has not received an e-mail from the Company with the guidelines for accessing the meeting by
6pm on 30.08.2020 should get in contact by e-mail assembleia@duratex.com.br or by
telephone +55 11 3179-7530.
The Company will not be held responsible for any operational or connectivity problems
arising that the Shareholder encounters, or for any other event that impedes or prevents
Shareholder participation in the EGM using the digital platform provided by the Company. In
case of questions, strictly relating to the access or use of the digital platform, the Shareholder
may obtain technical support via e-mail suporte@ccall.com.br or telephone 0800 096 1235.
Conflicts of interest
During the EGM, Shareholders should make known to the meeting any situation or
circumstance that may constitute a conflict of interest, or private interest, relating to any of the
matters under discussion or deliberation, in which their independence may come to be
compromised. Shareholders should also make it known to the meeting if they have knowledge
of a conflict of interest with respect to other Shareholders and the matter under discussion.
When declaring a conflict of interest, the compromised Shareholder should abstain
from the discussion relating to that matter. Should the compromised Shareholder refuse to
abstain from such deliberations, the president of the EGM shall determine that the votes
registered by the compromised party be annulled, even should this be following the conclave.
Communication channel with the Board of Directors
It should be noted that Shareholders may send suggestions, criticisms or questions
directly to the Board of Directors via e-mail assembleia@duratex.com.br and in the subject
field should state “Recommendations to the Board of Directors for the EGM”.
_______________________
5Publicly Listed Company
3. Extraordinary General Meeting
Under the terms of the proposal presented by the Board of Directors, the following
matters will be submitted to Shareholders for approval:
a) To re-ratify the number of sitting members of the Board of Directors elected at
the AGOE of 30.04.2020:
In accordance with Article 13 of the Company’s Articles of Association, the Board of
Directors will be comprised of a minimum of 5 (five) and maximum of 9 (nine) full and alternate
members, elected at the General Meeting.
At the Ordinary and Extraordinary General Meeting of April 30, 2020 (“AGOE of
30.04.2020”), it was decided that the Board of Directors be comprised 8 (eight) sitting
members, of which 2 (two) would be independent, and 3 (three) alternate.
However, in the Manual of the AGOE of 30.04.2020, it was advised that a new EGM
would be called in due course to elect a new independent member of the Board of Directors.
Thus, the Controlling Shareholders expressed interested in filling the vacant position, and, as
a consequence, that the Board be comprised of 9 (nine) sitting members.
Thus, the Board of Directors, at the proposal of the Controlling Shareholders, submits
for approval of the Shareholders the re-ratification of the change from 8 (eight) to 9 (nine), the
number of sitting members of the Board of Directors elected at the AGOE of 30.04.2020, for
the current annual term, given that this change:
(i) is aligned to the commitment of the Company to the best practices of corporate
governance;
(ii) enables the re-establishment of the minimum percentage of 30% of independent
members, as has been the Company’s practice; and
(iii) contributes to a diversified composition with respect to the experience and
expertise of its members.
b) To elect a new independent board member to sit on the Senior Board of
Directors of the Company for the current annual term:
The Controlling Shareholders nominate Mr. Alexandre de Barros, to fill the vacant
position of independent member of the Board of Directors, for the current annual term that
will end jointly with that of the other elected members agreed at the AGOE of 30.04.2020, that
is, until the Ordinary General Meeting of 2021.
Alexandre de Barros has exercised the role of specialist member of the IT and Digital
Innovation Committee since June 2017 and, if elected, will be able to contribute his experience
and expertise to the constant challenges that the Company faces for Solutions for Better
Living, especially those that relate to technological and digital innovations.
The candidate has declared that he fulfils the requirements for being an independent
member under Article 13.2 of the Company’s Articles of Association, in accordance with the
rules and timelines established in the Listing Regulations of the Novo Mercado, and is also in
a position to sign the terms and declarations necessary for his investiture into the said
position.
In meeting the requirements of Article 10 of CVM Instruction 481/09, the information
indicated under items 12.5 to 12.10 of the Reference Form, pursuant to Attachment 24 of CVM
Instruction 480/09, is provided in Attachment 2 of this Manual.
6Publicly Listed Company
Thus, the Board of Directors, in compliance with Article 13 of the Company’s Articles of
Association, will come to be comprised of 9 (nine) sitting members, of which 3 (three) are
independent, and 3 (three) alternate members, namely:
As full members: Alexandre de Barros(*), Alfredo Egydio Arruda Villela Filho,
Alfredo Egydio Setubal, Helio Seibel, Juliana Rozenbaum Munemori(*), Raul Calfat(*),
Ricardo Egydio Setubal, Rodolfo Villela Marino and Salo Davi Seibel.
(*) Independent
As alternate members: Ana Lúcia de Mattos Barreto Villela, Andrea Laserna
Seibel and Paula Lucas Setubal.
Finally, given that it concerns the election of a single independent member of the Board
of Directors nominated by the Controlling Shareholders of the Company in filling the vacant
role and his addition to the sole slate elected by majority at the AGOE of 30.04.2020, multiple
or separate voting systems will not apply.
_______________________
7Publicly Listed Company
Attachments
8Publicly Listed Company
- Attachment 1 -
Notice of Invitation
EXTRAORDINARY GENERAL MEETING
The valued Shareholders of DURATEX S.A. (“Company”) are invited to meet at an
Extraordinary General Meeting to be held on 31.08.2020, at 11am, in an exclusively virtual
format, with the purposes of:
a) to re-ratify, from 8 (eight) to 9 (nine), the number of sitting members on the Board of
Directors elected at the AGOE of 30.04.2020; and
b) to elect a new independent member of the Senior Board of Directors of the Company
for the current annual term.
General information:
Legitimization, Representation and Participation in the EGM: the Shareholders, their legal
representatives or proxies, on presentation of their identity document, proof of authority and share
certificate, in compliance with Article 126 of Law 6.404/76, may participate in the EGM or
participate and vote virtually using the Digital Platform, under the terms of CVM Instruction 622/20.
To this end, Shareholders should send a request to participate together with the necessary
documentation in PDF format to the e-mail address assembleia@duratex.com.br, by 11am of
29.08.2020. The guidelines, the link, the data for connecting, and the access password will be sent,
by 6pm on 30.08.2020, only to those who express interest in participating and present all of the
necessary documentation by 11am on 29.08.2020, in keeping with the instructions described in the
EGM Manual.
1) Multiple and Separate Voting: given that it concerns the election of a single independent
member of the Board of Directors nominated by the Controlling Shareholders of the Company
in filling the vacant role and his addition to the sole slate elected by majority at the AGOE of
30.04.2020, multiple or separate voting systems will not apply; and
2) Documents available to Shareholders: all of the documents and information needed for
analysis, participation and the exercising of voting rights are available at the company’s
headquarters and on the sites of the Company’s Investor Relations (www.duratex.com.br/ri),
B3 (www.b3.com.br) and CVM (www.cvm.gov.br).
São Paulo (SP), July 31, 2020.
BOARD OF DIRECTORS
Alfredo Egydio Setubal and Salo Davi Seibel
Co-presidents of the Board of Directors
9Publicly Listed Company
- Attachment 2 -
INFORMATION ABOUT THE CANDIDATE FOR THE POSITION OF INDEPENDENT
MEMBER OF THE BOARD OF DIRECTORS
(Items 12.5 to 12.10 of the Reference Form – Attachment 24 of CVM Instruction 480/09)
In relation to the candidate for the position of independent member of the Senior Board of Directors of
the Company, whose election is proposed by the Controlling Shareholders:
12.5 to 12.8 (w ith exception of item 12.5 "m ")
Name ALEXANDRE DE BARROS
Date of birth 06.09.1956
Profession Aeronautical Infrastructure Engineer
CPF 040.036.688-63
Elected by the controller yes
Independent member (*) yes
Description of any of the follow ing events to have occurred in the last 5 years: i. any criminal
conviction; ii. Any conviction for a CVM adminstrative process and penalties incurred; and iii.
Not applicable
Any conviction res judicata, in the judicial or adminstrative domain, that has suspended or
impeded the any professional or commerecial practice.
Other positions or functions carried out at the issuer Specialist Member of the IT & Digital Innovation Committee
Elective position occupied Full member
Date of election 31.08.2020
Date of possession 31.08.2020
Board of Directors Term of mandate Annual
Number of consecutive mandates 0
Number of meetings held since possession (**) 0
Percentage participation in meetings (**) -
Elective position occupied Member
Date of election 31.08.2020
Committee for the Date of possession 31.08.2020
Evaluation of
Term of mandate Annual
Transactions w ith
Related Parties Number of consecutive mandates 0
Number of meetings held since possession (**) 0
Percentage participation in meetings (**) -
Elective position occupied Specialist member
Date of election 06.05.2020
Date of possession 06.05.2020
IT & Digital Innovation
Term of mandate Annual
Committee
Number of consecutive mandates 2
Number of meetings held since possession (**) 3
Percentage participation in meetings (**) 100%
(*) characterized as an Independent M ember, in acco rdance with A rticle 13.2 o f the A rticles o f A sso ciatio n.
(**) fo r calculating the number o f meetings held, the percentage participatio n in meetings held since the date o f po ssessio n up to the date o f the invitatio n to this EGM , inclusive, was
co nsidered.
10Publicly Listed Company
Below the information from item 12.5 “m”:
I – main professional experiences in the last 5 years, indicating:
Name of the sector and activity of the company;
Position and functions associated with the position;
Whether the company comprises (i) the economic group of the issuer or (ii) is controlled by the
shareholder of the issuer who holds a shareholding, directly or indirectly, equal to or superior to
5% of the same class or type of security as the issuer.
II – indication of all of the administrative positions that were held in other third-sector companies or
organizations
Name: ALEXANDRE DE BARROS
Issuer, Company or Duratex S.A.: Specialist member of the IT and Digital Innovation Committee since
Duratex: June 2017.
Sector of operation: Civil Construction, Materials for Construction and Decoration.
Companies controlled by Itaú Unibanco S.A.: Director Vice-President of the IT area from January 2011 to April
the issuing shareholder in 2015; Executive Director (CIO) of hardware, software, telecoms, channels, data and
which he holds shares, systems applications infrastructures from April 2007 to January 2010; Executive
directly or indirectly, Director for credit, modeling products for private individuals, channels and CRM from
equal to or superior to April 2005 to April 2007.
5% of the same class
or type of security as
the issuer;
Other third-party Diagnósticos da América S.A. (DASA): Member of the Board of Directors since April
companies or 2015; and Serasa S.A.: Member of the Board of Directors from April 2003 to June
organizations: 2007, having been President from April 2006 to June 2007.
12.9. State the existence of any conjugal relationship, or stable / family union up to the second
degree between: (a) administrators of the issuer; (b) (i) administrators of the issuer and (ii)
administrators of the controlled companies, direct or indirect, of the issuer; and (c) (i)
administrators of the issuer or of its controlled companies, direct or indirect and (ii) controlling
companies, direct or indirect of the issuer; (d) (i) administrators of the issuer and (ii)
administrators of companies controlled directly or indirectly by the issuer.
Not applicable.
12.10. State the relationships in terms of subordination, service provision or control
maintained, in the last 3 share transactions, between the candidate and: a) controlled company,
directly or indirectly, by the issuer, with the exception of those in which the issuer has, directly
or indirectly, 100% of the share capital; b) direct or indirect controller of the issuer; and c) where
applicable, supplier, client, debtor or creditor of the issuer, of his controlled or controlling
companies or companies controlled by one of these people.
There are no subordinate relationships, service provision or control maintained, in the last three share
transactions, between Mr. Alexandre de Barros (although he is a partner in the company that provides
services to a company controlled by a member of the Company’s control block) and: (a) the controlled
company, directly or indirectly, by the Company; (b) controlling company directly or indirectly of the
Company; and (c) supplier, client, debtor or creditor of the Company, of the controlled or controlling
companies or companies controlled by one of these people.
_______________________
11Publicly Listed Company
- Attachment 3 -
PROXY MODEL “A”
Through this instrument or proxy, [NAME AND TITLE OF SHAREHOLDER], (“Grantor”), nominates
Mr. [NAME AND TITLE OF PROXY], his/her proxy, with authority to represent him/her as Shareholder
of DURATEX S.A. (“Company”), in the Extraordinary General Meeting of the Company, to be held on
August 31, 2020, at 11am, in an exclusively virtual format.
The proxy will have powers limited to attending the aforementioned EGM and to registering a vote in
keeping with the voter preferences given below, having neither the right nor obligation to take any other
measures not considered necessary to the exact fulfilment of the voter preferences indicated below.
The proxy is also authorized to abstain from any deliberation or subject for which s/he has received
insufficiently specific instructions.
[City], ___ of _______, 2020.
_______________________________
[Signature of SHAREHOLDER]
(without the need for notarized authentication)
VOTING PREFERENCE
1. To re-ratify, from 8 (eight) to 9 (nine), the number of sitting members of the Board of Directors elected
at the AGOE on 30.04.2020.
Approve Reject Abstain
2. To elect Mr. Alexandre de Barros as an independent member of the Senior Board of Directors of the
Company for the current annual term.
Approve Reject Abstain
3. To authorize the drawing up of the minutes of this EGM in summary form, in accordance with
paragraph 1 of Article 130 of Law nº 6.404, of 1976?
Yes No Abstain
4. To authorize the publication of the minutes of this EGM, with omission of the names of the
shareholders, in accordance with paragraph 2 of Article 130 of Law nº 6.404, of 1976?
Yes No Abstain
_______________________
12Publicly Listed Company
- Attachment 3 -
PROXY MODEL “B”
FOR PROXIES PROVIDED BY THE COMPANY
Through this instrument or proxy, [SHAREHOLDER], [NATIONALITY], [MARITAL
STATUS], [PROFESSION], [RG] and [CPF], domiciled in [FULL ADDRESS], shareholder of DURATEX
S.A. (“Company”), nominate proxy(ies):
Mirna Justino Mazzali, Brazilian, married, shareholder and bachelor of law, RG-SSP/SP nº
16.240.598-4, CPF 088.524.148-78, domiciled at Av. Paulista, 1938, 18th floor, Bela Vista, São
Paulo (SP), to vote IN FAVOR.
Rosangela Valio Camargo, Brazilian, divorced, lawyer, OAB/SP nº 164.783, CPF 251.511.568-
37, domiciled at Av. Paulista, 1938, 18º floor, Bela Vista, São Paulo (SP), to ABSTAIN.
Claudinéia de Fátima Redondo Segantin, Brazilian, married, lawyer, OAB/SP nº 223.934, CPF
116.441.788-69, domiciled at Av. Paulista, 1938, 18º floor, Bela Vista, São Paulo (SP), to vote
AGAINST.
The proxy(ies) will have powers limited to attending the Extraordinary General Meeting to be
held on August 31, 2020, at 11am, in an exclusively virtual format, and to registering a vote in keeping
with the voter preferences given below, having neither the right nor obligation to take any other
measures not considered necessary to the exact fulfilment of the voter preferences indicated below.
The proxy(ies) is(are) also authorized to abstain from any deliberation or subject for which s/he has
received insufficiently specific instructions and to vote in accordance with the number of ordinary shares
held by the Grantor.
[City,] ___ of _________, 2020.
_______________________________
[Signature of SHAREHOLDER]
(without the need for notarized authentication)
VOTING PREFERENCE
1. To re-ratify, from 8 (eight) to 9 (nine), the number of sitting members of the Board of Directors elected
at the AGOE on 30.04.2020.
Approve Reject Abstain
2. To elect Mr. Alexandre de Barros as an independent member of the Senior Board of Directors of the
Company for the current annual term.
Approve Reject Abstain
3. To authorize the drawing up of the minutes of this EGM in summary form, in accordance with
paragraph 1 of Article 130 of Law nº 6.404, of 1976?
Yes No Abstain
4. To authorize the publication of the minutes of this EGM, with omission of the names of the
shareholders, in accordance with paragraph 2 of Article 130 of Law nº 6.404, of 1976?
Yes No Abstain
_______________________
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