Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP
PUBLICLY-HELD COMPANY
SUBSCRIBED AND PAID-IN CAPITAL - R$10,000,000,000.00
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
HELD ON FEBRUARY 13, 2015
DATE, TIME AND VENUE: On February 13, 2015, at 11:00 a.m., at the Company’s headquarters, at Rua Costa Carvalho, nº 300, in this capital city.
CALL NOTICE: The Call Notice was published in the January 15, 16 and 17, 2015 editions of the “Diário Oficial do Estado de São Paulo”, and “Valor Econômico” newspapers.
ATTENDANCE: Shareholders representing more than two thirds of the capital stock, as per the signatures in the Shareholders’ Attendance Book.
The other people present included: Jerônimo Antunes, Board Member and Coordinator of the Audit Committee, Angela Beatriz Airoldi, Manager of the Investor Information Department, John Emerson Silva, Management Analyst of the Investor Information Department, and Beatriz Helena de Almeida and Silva Lorenzi, lawyer of the Legal Superintendence.
PRESIDING BOARD: Chairman: Jerônimo Antunes. Secretaries: Marli Soares da Costa and Marialve de Sousa Martins.
INFORMATION: The management proposal and other related documents were made available to the shareholders at the Company’s headquarters and on its website, as well as on the websites of the Brazilian Securities and Exchange Commission (CVM) and the BM&FBOVESPA.
AGENDA: I. The election of the Company’s CEO as a member of the Board of Directors for the remaining of 2014-2016 term of office, in accordance with paragraph 1 of article 8 of the Bylaws.
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CLARIFICATIONS: 1) The matters were appreciated by the State Capital Defense Council (CODEC), referring to State Finance Department Procedure 12091-115458/2015, whose voting intention presented by the representative of the shareholder Fazenda do Estado is included in the CODEC Report 022/2015, of February 10, 2015.
RESOLUTIONS:
The Chairman of the Board discussed item I of the agenda, the election of the Company’s CEO as a member of the Board of Directors for the remaining of the 2014-2016 term of office, in accordance with paragraph 1 of article 8 of the Bylaws. The representative of the shareholder Fazenda do Estado, Cristina Margarete Wagner Mastrobuono, based on Codec Report 022/2015, appointed to compose the Board of Directors, for the remaining of the two-year term of office, ending in April/2016, Mr. JERSON KELMAN, Brazilian, married, civil engineer, identification document (RG): 2.110.741 IFP/RJ, and individual taxpayer ID (CPF): 155.082.937-87, domiciled in this Capital, at Rua Costa Carvalho nº 300, Pinheiros. After being submitted to a vote by the Chairman the proposal of the shareholder Fazenda do Estado which, after registering absences and contrary votes, was approved by the majority of votes.
The Board of Directors elected herein will exercise its duties in accordance with the Company’s Bylaws, with a unified term of office until the shareholders’ meeting which approves the accounts for the fiscal year ended on December 31, 2015, pursuant to the head paragraph of article 140 of Federal Law 6404/76, and members’ compensation will be established in accordance with CODEC Report 001/2007, with payment of said compensation conditioned to compliance with CODEC Report 116/2004. Board members will also be entitled to a gratification pro rata temporis, to be paid in December, pursuant to article 4 of CODEC Resolution 001/91.
The members elected herein shall take office in compliance with the requirements and procedures of Brazilian Corporation Law and other applicable legal provisions, including those related to the filing of the Statement of Property, which should comply with applicable state regulations, and the signature of The Declaration of Inexistence of Legal Impediments as well as the Statement of Consent, provided for in the Listing Regulations of the Novo Mercado Segment of the São Paulo Stock Exchange.
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In view of the abovementioned resolution, the Board of Directors shall be composed as follows: Chairman: Benedito Pinto Ferreira Braga Junior. Board Members: Alberto Goldman, Claudia Polto da Cunha, Francisco Vidal Luna, Jerônimo Antunes, Jerson Kelman, Reinaldo Guerreiro, Sidnei Franco da Rocha, Walter Tesch and Luís Eduardo Assis.
CLOSURE AND SIGNATURE OF THE MINUTES: There being no further business on the agenda, the Chairman of the Board thanked the shareholders for their attendance and the Extraordinary Shareholders’ Meeting was adjourned for these minutes to be drawn up, read, approved and signed by the Chairman, the Secretaries of the Meeting and the attending shareholders, who comprise the quorum necessary for the resolutions to be made.
DOCUMENTS FILED at the Company's Secretariat - PPS. The proxy instruments of the representatives of the shareholders’ listed below were filed at the Company’s headquarters, accompanied by the votes duly numbered and initialed and other documents mentioned.
São Paulo, February 13, 2015.
JERÔNIMO ANTUNESChairman |
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CRISTINA MARGARETE W. MASTROBUONO (representative of the shareholder Fazenda do Estado) |
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MARLI SOARES DA COSTA Secretary |
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MARIALVE DE SOUSA MARTINS Secretary |
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CAMILA PUPO PALOMARES (representative of the shareholder The Bank Of New York Mellon-ADR department) |
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PAULO ROBERTO B. BRANDÃO (representative of the shareholders Banco Santander Brasil S.A.) CPR GLOBAL INFRASTRUCURES |
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PAULO ROBERTO B. BRANDÃO (representative of the shareholders Itaú Unibanco S.A.) AMUNDI FUNDS ARROWSTREET CAPITAL GLOBAL EQUITY LONG/SHORT FUND LIMITED ARROWSTREET EAFE ALPHA EXTENSION FUND II ARROWSTREET GLOBAL ALPHA EXTENSION FUND I ARROWSTREET US GROUP TRUST HFR HE LAZARD GLOBAL HEXAGON MASTER TRUST LAZARD GLOBAL HEXAGON MASTER F LP
PAULO ROBERTO B. BRANDÃO representative of the shareholders Citibank N.A)
USAA EMERGING MARKETS FUND FIDELITY LATIN AMERICA FUND CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM CALIFORNIA PUBLIC EMPLOYEES´ RETIREMENT SYSTEM ASCENSION HEALTH MASTER PENSION TRUST STATE OF OREGON STATE OF OREGON ADVISORS INNER CIRCLE FUND - ACADIAN EMERGING MARKETS PORTFOLIO AGF INVESTMENTS INC CIBC EMERGING MARKETS INDEX FUND GMO MEAN REVERSION FUND(ONSHORE), A SERIES OF GMO MASTER PORTFOLIOS(ONSHORE), L.P. HC CAPITAL TRUST THE INTERNATIONAL EQUITY PORTFOLIO IBM 401(K) PLUS PLAN BNY MELLON FUNDS TRUST - BNY MELLON EMERGING MARKETS FUND NORGES BANK PUBLIC EMPLOYEES RETIREMENT SYSTEM OF MISSISSIPPI SOUTHERN CA EDISON CO NUCLEAR FAC QUAL CPUC DECOM M T FOR SAN ONOFRE AND PALO VERDE NUC GEN STATION STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS TEACHER RETIREMENT SYSTEM OF TEXAS THE MONETARY AUTHORITY OF SINGAPORE THE MONETARY AUTHORITY OF SINGAPORE THE MONETARY AUTHORITY OF SINGAPORE ACADIAN EMERGING MARKETS EQUITY FUND AMERICAN AIRLINES,INC.MASTER FIXED BENEFIT PENSION TRUST BELL ATLANTIC MASTER TRUST SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CAISSE DE DEPOT ET PLACEMENT DU QUEBEC JOHN DEERE PENSION TRUST LOUISIANA STATE EMPLOYEES RETIREMENT SYSTEM OMERS ADMINISTRATION CORPORATION PENSION FUND OF THE CHRISTIAN CHURCH (DISCIPLES OF CHRIST) PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO RAYTHEON COMPANY MASTER TRUST STATE OF ALASKA RETIREMENT AND BENEFIT PLANS STATE OF WINSCONSIN INVESTMENT BOARD MASTER TRUST THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD WEST VIRGINIA INVESTMENT MANAGEMENT BOARD WASHINGTON STATE INVESTMENT BOARD DTE VEBA MASTER TRUST ALLIANCEBERNSTEIN TAX-MANAGED BALANCED WEALTH STRATEGY ALLIANCEBERNSTEIN TAX-MANAGED WEALTH APPRECIATION STRATEGY LEGG MASON GLOBAL FUNDS, P.L.C. SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO SCHOOL EMPLOYEES RETIREMENT SYSTEM OF OHIO VEBA PARTNERSHIP N L.P. EMPLOYEES RETIREMENT SYSTEM OF THE CITY MILWAUKEE GMO FUNDS PLC ILLINOIS STATE BOARD OF INVESTMENT TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS NAV CANADA PENSION PLAN BRANDES CANADA INTERNATIONAL EQUITY UNIT TRUST THE ILLINOIS MUNICIPAL EMPLOYEES RETIREMENT FUND THE PFIZER MASTER TRUST EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST B NTGI - QUANTITATIVE MANAGEMENT COLLECTIVE FUNDS TRUST ALASKA PERMANENT FUND CITY OF NEW YORK GROUP TRUST CITY OF NEW YORK GROUP TRUST CITY OF NEW YORK GROUP TRUST NORTHWEST NATURAL GAS COMPANY RETIREMENT TRUST THE DOMESTIC AND FOREIGN MISSIONARY SOCIETY OF THE PROTESTANT EPISCOPAL CHURCH IN THE USA THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO VALERO ENERGY CORPORATION PENSION PLAN WELLS FARGO ADVANTAGE DIVERSIFIED INTERNATIONAL FUND THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP 7 EQUITY FUND IBM DIVERSIFIED GLOBAL EQUITY FUND ISHARES PUBLIC LIMITED COMPANY ISHARES PUBLIC LIMITED COMPANY ISHARES PUBLIC LIMITED COMPANY AT&T UNION WELFARE BENEFIT TRUST LAZARD INTERNATIONAL STRATEGIC EQUITY PORTFOLIO DTE ENERGY COMPANY AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRUST THE NOMURA TRUST AND BANKING CO., LTD. RE: INT. EMERGING STOCK INDEX MSCI EMERGING NO HEDGE MOTHER ELECTRICAL WORKERS LOCAL NO.26 PENSION TRUST FUND BRANDES INSTITUTIONAL INTERNATIONAL EQUITY FUND ISHARES II PUBLIC LIMITED COMPANY SPDR S&P EMERGING MARKETS ETF BRUNEI INVESTMENT AGENCY THE GMO EMERGING MARKETS FUND GMO TRUST ON BEHALF OF GMO EMERGING COUNTRIES FUND FIDELITY INVESTMENT TRUST: LATIN AMERICA FUND VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD INTERNATIONAL VALUE FUND GMAM INVESTMENT FUNDS TRUST HEWLETT PACKARD COMPANY TAX SAVING CAPITAL ACCUMULATION PLAN - ALLIANCE BERNSTEIN NEW YORK STATE TEACHERS RETIREMENT SYSTEM NEW YORK STATE TEACHERS RETIREMENT SYSTEM ARCHDIOCESE OF PHILADELPHIA LAY EMPLOYEES RETIREMENT PLAN OF THE ARCHDIOCESE OF PHILADELPHIA VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS THE TRUSTEES OF SAINT PATRICKS CATHEDRAL IN THE CITY OF NEW YORK FUTURE FUND BOARD OF GUARDIANS WISDOMTREE EMERGING MARKETS EQUITY INCOME FUND NATIONAL COUNCIL FOR SOCIAL SECURITY FUND NATIONAL COUNCIL FOR SOCIAL SECURITY FUND NATIONAL COUNCIL FOR SOCIAL SECURITY FUND POWERSHARES FTSE RAFI EMERGING MARKETS PORTFOLIO NORTHERN TRUST INVESTMENT FUNDS PLC PUBLIC SECTOR PENSION INVESTMENT BOARD SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX FUND COLLEGE RETIREMENT EQUITIES FUND TYCO ELECTRONICS DEFINED BENEFIT PLNS MASTER TST EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUND POWERSHARES GLOBAL WATER PORTFOLIO THE HARTFORD ROMAN CATHOLIC DIOCESAN CORPORATION RETIREMENT PLANS MASTER TRUST THE ARCHDIOCESE OF HARTFORD INVESTMENT TRUST THE MASTER TRUST BANK OF JAPAN, LTD. RE: RUSSELL GLOBAL ENVIRONMENT TECHNOLOGY FUND SOUTH DAKOTA RETIREMENT SYSTEM VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN ISHARES III PUBLIC LIMITED COMPANY MINISTRY OF STRATEGY AND FINANCE MINISTRY OF STRATEGY AND FINANCE RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING MARKETS EQUITY PLUS FUND ROCHE US DB PLANS MASTER TRUST PICTET - WATER HC CAPITAL TRUST THE INSTITUTIONAL INTERNATIONAL EQUITY PORTFOLIO LAZARD INTERNATIONAL EQUITY SELECT PORTFOLIO TIME WARNER CABLE PENSION PLAN MASTER TRUST KENTUCKY RETIREMENT SYSTEMS ACADIAN EMERGING MARKETS EQUITY II FUND, LLC BELLSOUTH CORPORATION RFA VEBA TRUST NUVEEN TRADEWINDS EMERGING MARKETS FUND WSIB INVESTMENTS PUBLIC EQUITIES POOLED FUND TRUST PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER WISDOMTREE GLOBAL EQUITY INCOME FUND ARIZONA PSPRS TRUST KAISER PERMANENTE GROUP TRUST FIDELITY SALEM STREET TRUST: FIDELITY SERIES GLOBAL EX U.S. INDEX FUND SCHWAB EMERGING MARKETS EQUITY ETF LACM EMERGING MARKETS FUND L.P. EMERGING MARKETS PLUS SERIES OF BLACKROCK QUANTITATIVE PARTNERS, L.P. UPS GROUP TRUST THE BANK OF KOREA THE BANK OF KOREA EGSHARES BRAZIL INFRASTRUCTURE ETF SANFORD C. BERNSTEIN FUND, INC - OVERLAY A PORTFOLIO SANFORD C. BERNSTEIN FUND, INC - TAX-AWARE OVERLAY A PORTFOLIO FIRST TRUST EMERGING MARKETS ALPHADEX FUND TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND CF DV EMERGING MARKETS STOCK INDEX FUND LAZARD GLOBAL INVESTMENT FUNDS PUBLIC LIMITED COMPANY PYRAMIS GLOBAL EX U.S. INDEX FUND LP WELLS FARGO ADVANTAGE INTERNATIONAL VALUE PORTFOLIO NATIONAL WESTMINSTER BANK PLC AS DEPOSITARY OF FIRST STATE INVESTMENTS ICVC - FIRST STATE GLOBAL LI ISHARES VII PUBLIC LIMITED COMPANY BRANDES INVESTMENT TRUST - BRANDES INSTITUTIONAL EMERGING MARKETS FUND MOUNT WILSON GLOBAL FUND L.P. GMO GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS PLC FIRST TRUST BRAZIL ALPHADEX FUND FIRST TRUST LATIN AMERICA ALPHADEX FUND WISDOMTREE GLOBAL EX-US UTILITIES FUND SUNSUPER POOLED SUPERANNUATION TRUST LAZARD INTERNATIONAL STRATEGIC EQUITY (ACQ EX-U.S.) TRUST FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND FIDELITY SALEM STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND EMPLOYEES RETIREMENT SYSTEM OF TEXAS VOYA EMERGING MARKETS INDEX PORTFOLIO VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD FUNDS PUBLIC LIMITED COMPANY COMPASS AGE LLC DET. ED. QUALIFIED NUCLEAR DECOMMISSIONING TRUST SANFORD C. BERNSTEIN FUND, INC. - TAX-MANAGED INTERNATIONAL PORTFOLIO SANFORD C. BERNSTEIN FUND, INC. - INTERNATIONAL PORTFOLIO GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST BRANDES CANADA EMERGING MARKETS EQUITY UNIT TRUST JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND PICTET - EMERGING MARKETS SUSTAINABLE EQUITIES FRANCISCAN ALLIANCE, INC BRANDES INVESTMENT FUNDS PUBLIC LIMITED COMPANY / BRANDES EMERGING MARKETS EQUITIES FUND LVIP BLACKROCK EMERGING MARKETS INDEX RPM FUND WELLS FARGO ADVANTAGE DIVERSIFIED STOCK PORTFOLIO PSEG NUCLEAR LLC MASTER DECOMMISSIONING TRUST NZAM EM8 EQUITY PASSIVE FUND FIRST TRUST EMERGING MARKETS ALPHADEX UCITS ETF KENTUCKY RETIREMENT SYSTEMS INSURANCE TRUST FUND SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX ETF ROTHKO EMERGING MARKETS ALL CAP EQUITY FUND, L.P. DESJARDINS GLOBAL INFRASTRUCTURE FUND MASCO CORPORATION RETIREMENT MASTER TRUST THE HIGHCLERE INTERNATIONAL INVESTORS EMERGING MARKETS SMID FUND THE HIGHCLERE INTERNATIONAL INVESTORS SMID FUND DB X-TRACKERS MSCI ALL WORLD EX-US HEDGED EQUITY FUND GMO DEVELOPED WORLD STOCK FUND, A SERIES OF GMO TRUST INTERVENTURE EQUITY INVESTMENTS LIMITED NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD INDEX (ACWI) EX-US FUND-LENDING NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LENDING ENSIGN PEAK ADVISORS, INC. OCEANROCK INTERNATIONAL EQUITY FUND LOS ANGELES CAPITAL GLOBAL FUNDS PLC |
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PAULO ROBERTO B. BRANDÃO (representative of the shareholders, J. P. Morgan S.A. Distribuidora de Títulos e Valores Imobiliários)
BRITISH COAL STAFF SUPERANNUATION SCHEME CONSTRUCTION & BUILDING UNIONS SUPERANNUATION FUND J.P. MORGAN TRUSTEE AND DEPOSITARY COMPANY LIMITED AS TRUSTEE OF SCHRODER QEP GLOBAL EMERGING MARKETS FUND JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND JP MORGAN CHASE RETIREMENT PLAN LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND LABOR PENSION FUND SUPERVISORY COMMITTEE - LABOR PENSION FUND MISSOURI EDUCATION PENSION TRUST NVIT DEVELOPING MARKETS FUND NVIT EMERGING MARKETS FUND PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO RETIREMENT PLAN FOR EMPLOYEES OF AETNA INC SCHRODER QEP EMERGING MARKETS FUND STATE OF NEW MEXICO STATE INVESTMENT COUNCIL STATE OF WYOMING THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045828 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045829 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045835 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045792 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045795 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045796 VANGUARD INVESTMENT SERIES, PLC VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS |
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Companhia de Saneamento Básico do Estado de São Paulo - SABESP | ||
By: | /s/ Rui de Britto Álvares Affonso
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Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.