MINUTES OF THE ANNUAL GENERAL SHARHOLDERS’ MEETING OF CORIMON, C.A. (July 31th, 2013)

Today, July 31, 2013, at 10:30 a.m., the shareholders whose names are set forth at the end of these minutes met at the headquarters of the company located on the Pent- House of the “Corimon” building, located at Calle Hans Neumann de Los Cortijos de Lourdes, in Caracas, to hold the Annual General Shareholders’ Meeting of CORIMON, C.A. The Meeting was presided over by Mr. Omar Pernia Pacheco, Venezuelan, of legal age, married marital status, of this domicile and bearer of Identity Card No. V-4.441.414, Vice President of the Board of Directors pursuant to Paragraph 1 of the Article 21 of the company’s Corporate By-laws. He was accompanied by Dr. Alejandro Alfonzo Larrain and Mr. Rafael Enrique Abreu, who are Venezuelan, of legal age, married marital status, of this domicile an bearers of Identity Card Nº. V-1.715.721 y V-2.914.376, respectively, both Directors of the Company. Also present at the Meeting were Mr. Esteban Szekely, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card No. V-11.932.224 who is the General Director of the Company. Upon confirming the presence of a quorum of eighty-two point eight hundred twenty-three percent (82.823%) of the shares that make up the company’s subscribed to and paid capital stock, Mr. Omar Pernia Pacheco declared the Annual Shareholders’ Meeting validly convened and there was read the call for the meeting, published in newspapers El El Nacional and El Universal, on July sixteenth (16th), 2013, which is transcribed below:

The shareholders are called to the Annual General Shareholders’ Meeting of Corimon, C.A., to be held on July 31, 2013, at 10:30 a.m., on the Pent- House of the “Corimon” building, located at Calle Hans Neumann de Los Cortijos de Lourdes, in the city of Caracas, Venezuela, for the purpose of considering and resolve upon the matters set forth in the following Agenda:
FIRST: To consider and resolve upon the Financial Statements for the fiscal year ended on April 30, 2013, upon review of the Statutory Auditors’ Report, and the Board of Directors’ Report.

SECOND: To consider and resolve upon the designation and/or ratification of the Board of Directors and the Directors’ remuneration.
THIRD: To consider and resolve upon the designation of the Statutory Auditors and their alternates, and to fix their remuneration; and upon the designation of an independent public accountants’ firm to issue its opinion on the company’s annual Financial Statements.
The Board of Directors.
Caracas, July sixteenth (16th), 2013.

Note: The shareholders are notified that the annual report submitted by the Board of Directors, the financial statements audited by public accountants pertaining to the fiscal year that closed on April 30, 2013, as well as the statutory auditors’ report, are available to them at the offices of the company located at calle Hans Neumann, edificio Corimon, Pent House, Los Cortijos de Lourdes, Caracas, Venezuela, and at the bank Venezolano de Crédito Banco Universal, Securities Department (Departamento de Valores), located at Avenida Alameda, Piso 8, San Bernardino, Caracas, Venezuela.”

After the Call was read, as published, the following items were considered and decided:

FIRST: To consider and resolve upon the financial statements for the fiscal year ended on April 30, 2013, upon review of the Statutory Auditors’ Report, and the Board of Directors’ Report.

The Statutory Auditors’ Report and the Board of Directors’ report were read.
The financial results of Corimon for the fiscal year that was closed on April thirty (30), 2013 were presented to the Meeting; several consolidated sales were made for Two Billion Three Hundred Sixty-Three Million Three Hundred Eight Thousand Three Hundred Forty-Two constant Bolivars (Bs. 2,363,308,342) obtaining a gross profit of Eight Hundred Million One Hundred Eighty-Two Thousand Three Hundred Forty-Seven constant Bolivars (Bs. 800,182,347) and an operating profit of Two Hundred Twenty-Three Million Three Hundred Sixty-Five Thousand One Hundred constant Bolivars (Bs. 223,365,100), resulting in a net profit of One Hundred Million Twenty-Two Thousand Two Hundred Forty-Seven constant Bolivars (Bs. 100,022,247). At April thirty (30), 2013, the company’s balance sheet reflects total assets in the amount of Two Billion Seven Hundred Ninety-Seven Million Four Hundred Sixty-One Thousand Four constant Bolivars (Bs. 2,797,461,004), total liabilities in the amount of One Billion Three Hundred Thirteen Million Three Hundred Twenty-Two Thousand Two Hundred and One constant Bolivars (Bs. 1,313,322,201) and net equity for One Billion, Four Hundred Eighty-Four Million One Hundred Thirty-Nine Thousand Two Hundred Seventy constant Bolivars (Bs. 1.484.139.270).

Based upon the Statutory Auditors’ Report and the Board of Directors’ Report, the shareholders approved the Financial Statements that were submitted to its consideration, except for shareholder Fondo de Protección Social de los Depósitos Bancarios, which stated that it abstained from voting due to a policy of the entity it represents, and not to any objection regarding the contents of the company’s Financial Statements; the Meeting also approved the report and administration of the Board of Directors, which documents were made available to the shareholders prior to the meeting.

Thereafter, the Meeting considered the Second item on the Agenda, to wit:
SECOND: To consider and resolve upon the designation and/or ratification of the Board of Directors and the Directors’ remuneration.
The following persons were ratified as Directors of the Board of Directors:

1. Carlos Gill Ramírez, Venezuelan, of legal age, single marital status, and bearer of Identity Card N° V-13.638.398.
2. Omar Pernía Pacheco, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card Nº V-4.441.414.
3. Oswaldo Cisneros Fajardo, of legal age, married, of this domicile and bearer of Identity Card N° V-2.113.864.
4. David Tomasello, Venezuelan, of legal age, single marital status, and bearer of Identity Card N° V-10.972.061.
5. Alberto Sosa, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° V-4.773.724.
6. Alejandro Alfonzo-Larrain, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° V-1.715.721.
7. Alvar Nelson Ortiz, bearer of Identity Card N° 4.353.732.
8. Celestino Díaz, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° V-2.767.330.
9. Rafael Enrique Abreu, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° V-2.914.376.
10. Carlos Rodolfo Gill Márquez, Venezuelan, of legal age, single marital status, and bearer of Identity Card N° V-15.343.005.
11. Rainer Viete, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° V-6.809.703.

Immediately thereafter, the Meeting ratified Mr. Carlos Gill Ramírez, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° V-13.638.398, as President of the Board of Directors, and Mr. Omar Pernía Pacheco, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° V-4.441.414, as Vice-President of the Board of Directors.
A per diem of one hundred (100) Tax Units was fixed for the Directors, for each meeting of the Board of Directors they attend.

THIRD: To consider and resolve upon the designation of the Statutory Auditors and their alternates, and to fix their remuneration; and upon the designation of an independent public accountants’ firm to issue its opinion on the company’s annual Financial Statements.

Of the shortlists of three candidates, according to the procedure provided in the legislation on Capital Markets, the Meeting elected Messrs. Henry Peñaloza, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card Nº V-7.955.377, C.P.C. No. 20.339 and Jorge Gómez, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card Nº V-5.407.975, C.P.C. 10.951, as Principal Statutory Auditors, and, Messrs. Fernando Bravo, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card Nº V-8.721.037, C.P.C. 49.697 and William Granier, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card Nº V-5.170.010, C.P.C. 5.722, as their respective alternates. The Meeting approved an annual remuneration in Bolivars, equivalent to one hundred twenty (120) Tax Units, for the Statutory Auditors who act. The firm of Rodríguez, Velázquez & Asociados, Rif: J-00256910-7, members of the firm KPMG, was designated as Independent Public Auditors of the company for its next fiscal year. It is set on record that the vote was unanimous.

Finally, the Meeting authorized Ms. Amelia Ibarra, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° V-6.911.566, in her capacity as Secretary of Corimon, C.A., to certify these Meetings of the Annual General Shareholders’ Meeting, and to notify the relevant entities of the decisions adopted by this Shareholders’ Meeting. The Meeting also authorized Mr. Daniel Pantoja, Venezuelan, of legal age, married, of this domicile and bearer of Identity Card N° 3.985.059, to make the relevant notice thereof to the Commercial Registry, and request the certified copies that he deems advisable. There being no further matters to consider, the Meeting was adjourned, these minutes were drafted and signed by those present and their representatives as an indication of their agreement therewith. (Signed) Ibarra Amelia representing 644.557 shares, (Signed) Panza Felipe representing 2 shares, (Signed) Hernández Rodríguez Andrés, representing 141 shares, (Signed) Rodas de González Flor Marina representing 1 share, (Signed) Cruz Vaddely Veruzka, representing 75 shares, (Signed) Cubas Rommel, representing 4.423 shares, (Signed) Suarez Mujica Rafael Francisco, representing 4 shares. And I, Amelia Ibarra, Venezuelan, of legal age, domiciled in Caracas and bearer of Identity Card N° 6.911.566, acting in my capacity as Secretary of Corimon, C.A., a corporation domiciled in Caracas and registered with the Second Commercial Registry of the Judicial Circuit of the Federal District and State of Miranda on June fourteen, 1949, under number 644, Volume 3-D, hereby certify that the preceding is a true transcription of the original minutes that have been entered into the Shareholders’ Meetings Minute Book of the company.

Amelia Ibarra

To download the report by the Board of Directors must click here

To download the report of the commissioners you must click here

To download the financial statements must click here