MINUTES OF THE ANNUAL GENERAL SHARHOLDERS’ MEETING OF CORIMON, C.A. (July 27th, 2017)

Today, July 27, 2017, at 9:00 a.m., gathered in the office of the company located at penthouse of Edificio Corimon, calle Hans Neumann, Los Cortijos de Lourdes, Caracas for purposes of holding a Regular Shareholders’ Meeting of CORIMON, C.A. attended the shareholders indicated at the bottom of this Minute identified below. The meeting was chaired by Carlos Gill Ramírez, President of the Board of Directors of the company. Carlos Gill Ramírez was also accompanied by Esteban Szekely, General Director of Corimon, C.A.
Upon verifying a quorum of eighty-four point one five hundred eight percent (84.508%) of company’s subscribed and paid-in shares of capital stock, Carlos Gill Ramirez declared the General Shareholders’ Meeting as valid and read the call of meeting published in newspapers “El Nacional” and “El Universal” on July twelve (12), 2017 transcribed as follows:

Shareholders are hereby called to a General Shareholders’ Meeting of CORIMON, C.A. to be held on July 27, 2017, at 9:00 a.m., at the penthouse of Edificio Corimon, located at calle Hans Neumann, Los Cortijos de Lourdes, in the city of Caracas, Venezuela, for purposes of taking into consideration and resolve on the items included in the following agenda:

1. Consider and resolve on the financial statements corresponding to the fiscal year ended on April 30, 2017, after reviewing the report prepared by the Statutory Auditors, as well as the report from the board of directors.
2. Take into consideration and resolve upon the resignation of some of the Directors and the release of their office.
3. Consider and resolve on a restructuring proposal by the Board of Directors and if it is approved, consider and resolve on the amendment of articles 15 and 16 of the Bylaws of the company.
4. Consider and resolve on the appointment of the new Board of Directors.
5. Consider and resolve on the approval of a special dividend charged on the Non Distributed Profits, upon the review of the project that will be submitted by the Board of Directors.
6. Consider and resolve upon the appointment of the Statutory Auditors and their alternates, as well as establish their remuneration and resolve upon the appointment of an independent public accounting firm for certifying the company’s annual financial statements.
7. Various items.
The Board of Directors

Caracas, July 12, 2017.

Note: Shareholders are hereby notified that the annual report to be submitted by the Board of Directors and financial statements audited by public accountants, corresponding to the fiscal year ended on April 30, 2017 and the report by the Statutory Auditors are available for review at the company’s offices located at calle Hans Neumann, Edificio Corimon, penthouse, Los Cortijos de Lourdes, Caracas, Venezuela and in the Venezolano de Crédito Banco Universal, Securities Department, in Avenida Alameda, Piso 8, San Bernardino, Caracas, Venezuela”.

Once the call of meeting was read, as it was published, they took into consideration and decided the following items:

FIRST: Consider and resolve on the financial statements corresponding to the fiscal year ended on April 30, 2017, after reviewing the report prepared by the Statutory Auditors, as well as the report from the board of directors.
They read the report by the Statutory Auditors and the report by the Board of Directors.
The financial statements of Corimon for the fiscal year ended on April thirty (30), 2017 submitted to the Meeting read as follows: During the fiscal year ended on April 30, 2017, the company made consolidated sales for the amount of Seventy-six thousand eight hundred and five million seven hundred sixty thousand two hundred twenty-five Constant Bolívares (Bs. 76,805,760,225), operating profits for the amount of Eighteen Thousand Four Hundred Ninety-seven Million Two Hundred Forty-Seven Thousand Hundred Eighty-Seven Constant Bolívares (Bs. 18,497,247,187) and net profits of Sixteen Thousand Forty Millions Three Hundred Thirty Two Thousand Five Constant Bolívares (Bs. 16,040,331,205). The company’s balance sheet shows total assets for the amount of Four hundred and seventy-one thousand, eight hundred forty-two million, three hundred seventy-six thousand seven hundred and eleven Constant Bolívares (Bs. 471,842,376,711), while the total liabilities are in the amount of One hundred and ninety-one thousand, eight hundred and sixteen million, nine hundred and eleven thousand and forty-two Constant Bolívares (Bs. 191,816,911,042), resulting in a shareholders’ equity as of April 30, 2017 for the amount of Two hundred eighty thousand twenty-five million four hundred sixty-five thousand six hundred sixty-nine Constant Bolívares (Bs. 280.025.465.669).
Once the reports prepared by the Statutory Auditors and the Board of Directors were reviewed, the Financial Statements submitted to their consideration were approved. They also approved the respective report and management by the Board of Directors.
It is hereby certified that approval was unanimous. The Second item of the agenda was taken into consideration, which is:

SECOND: Take into consideration and resolve upon the resignation of some of the Directors and the release of their office.

The Shareholders Meeting accepted the resignation of Celestino Díaz Lavié, Main Director of the Company, whose resignation had been submitted in writing on January 22, 2017, thanking him for the rendered services and granting him a formal release. The Third item of the agenda was taken into consideration, which is:

THIRD: Consider and resolve on a restructuring proposal by the Board of Directors and if it is approved, consider and resolve on the amendment of articles 15 and 16 of the Bylaws of the company.
Dr. Carlos Gill Ramírez informed that given the resignation submitted by Celestino Díaz Lavié and taking into consideration the current situation of the company and the country, it has been evaluated to reduce the number of directors of the company to make the board more efficient. In this sense, it is proposed to reduce the Board of Directors and take it from 11 members to 10 members.
After deliberating on this matter, the proposal to reduce the number of members of the Board of Directors was unanimously approved and therefore, Article 15 of the Bylaws relating to the integration of the Board of Directors was modified, which hereinafter will read:
“Article 15: Board of Directors: The Board of Directors will be integrated by ten (10) Directors and the President and Vice President of the Board of Directors will be designated among them in the same meeting that designates the Directors. All Directors may or may not be shareholders of the company and shall remain in their offices for the term of two (2) years, starting on the date of their designation or until their successors are designated and take their offices. The election of the Directors will be made in a Shareholders Meeting, with the vote of the majority set in article 13 hereof. The Directors may be reelected and may be removed from their offices at any time, with or without justified cause, by the General Shareholders Meeting with the vote of the majority set in article 13 hereof”-
“Article 16. The Board of Directors of the company will meet in a regular meeting once a month. The twelve Board of Directors meetings will be held according to the Board of Directors calendar that will be approved on the first Board of Directors meeting that will be held after the Annual General Shareholders Meeting of the company. Special Board of Directors meetings will be called by the President or by the Vice President of the Board of Directors or by means of the written call subscribed by at least three (3) Directors. In said petition, the agenda of the meeting will be expressly indicated. For the decisions of the Board of Directors to be valid, a quorum of at least three (3) Directors is needed, one of which must be the President or Vice President of the Board of Directors who will have a double cast in case of a tie. Each Director is entitled to one (1) vote and for their decisions to be valid, they must be taken with the favorable vote of the simple majority of the vote of the attending Directors, but with no less than three (3) votes in favor, provided that one of the votes is from the President or the Vice President of the Board of Directors”.
It was not necessary the amendment of Article 16 of the Bylaws. The reduction of the number of members of the Board of Directors and the amendment of Article 15 of the Bylaws was submitted to voting of the Shareholders Meeting and it was unanimously approved. The Fourth item of the agenda was taken into consideration, which is:

FOURTH: Consider and resolve on the appointment of the new Board of Directors.

The following persons were designated as Directors of the Board of Directors:

1. Carlos Gill Ramírez, holder of identity card N° 13.638.398.
2. Omar Pernía, holder of identity card N° 4.441.414.
3. Oswaldo Cisneros Fajardo, holder of identity card N° 2.113.864.
4. David Tomasello, holder of identity card N° 10.972.061.
5. Alberto Sosa, holder of identity card N° 4.773.724.
6. Alejandro Alfonzo-Larrain, holder of identity card N° 1.715.721.
7. Alvar Nelson Ortiz, holder of identity card N° 4353732
8. Rafael Enrique Abreu, holder of identity card N° 2.914.376.
9. Carlos Rodolfo Gill Márquez, holder of identity card N° 15.343.005.
10. Rainer Viete, holder of identity card N° 6.809.703.
Mr. Carlos Gill Ramírez, holder of identity card N° 13.638.398, was designated as President of the Board of Directors and Mr. Omar Pernía Pacheco, holder of identity card N° 4.441.414, as Vice President of the Board of Directors.

It was approved to assign emoluments for three thousand tax units (3.000) per Board of Directors Meeting they attend to. It is hereby evidenced that the approval was unanimous.

The Fifth item of the agenda was taken into consideration, which is:
FIFTH: Consider and resolve on the approval of a special dividend charged on the Non Distributed Profits, upon the review of the project that will be submitted by the Board of Directors.
Having reviewed the financial statements of Corimon, C.A. as of April 30, 2017 and the project submitted by the Board of Directors, the Shareholders’ Meeting approved a cash dividend for an amount of One Thousand Four Hundred Ninety-seven Million One Hundred Thirty-Four Thousand Four Hundred Bolívares (Bs. 1,497,134,400) at One thousand nine hundred ten Bolívares (Bs. 1,910) for each of the outstanding shares of the company at said date, charged on the Non Distributed Profits. Likewise, the Shareholders’ Meeting approved the payment of the approved dividends as follows:

1. Fifty percent (50%) of the dividend with Limit Date of Transaction with Benefit: Monday, August 21, 2017 and Effective Registration Date of the Benefit: Friday, August 25, 2017.
2. Fifty percent (50%) of the dividend with Limit Date of Transaction with Benefit: Monday, January 22, 2018 and Effective Registration Date of the Benefit: Friday, January 26, 2018.

Finally it was approved that the dividend corresponding to the ADRs, which depositary is JPMorgan Chase Bank, be paid directly in Bolivares to the shareholders or their custodies by the JPMorgan Chase Bank, who upon reception of the authorization by the shareholder, must directly instruct said information to the Banco Venezolano de Crédito, who is the transfer agent in Venezuela. It is hereby evidenced that the approval was unanimous.

SIXTH: Consider and resolve upon the appointment of the Statutory Auditors and their alternates, as well as establish their remuneration and resolve upon the appointment of an independent public accounting firm for certifying the company’s annual financial statements.

According to the procedure set in the legislation of the Capital Markets, the Meeting appointed Henry Peñaloza, bearer of the identity card N° 7.955.377, C.P.A. N° 20.339, and Jorge Gómez, bearer of the identity card N° 5.407.975, C.P.A. N° 10.951, as Main Statutory Auditors, and Fernando Bravo, bearer of the identity card N° 8.721.037, C.P.A. 49.697, and William Granier, bearer of the identity card N° 5.170.010, C.P.A. 5.722, as their respective alternates. The Meeting approved their remuneration in Bolivares, equal to two hundred fifty (250) tax units per year, for Statutory Auditors in office. The firm Alcaraz, Cabrera, Vázquez, member of KPMG, was appointed as Independent Public Accountants for the company’s next fiscal year.
SEVENTH: Various items. Amelia Ibarra, Venezuelan, of legal age, domiciled in Caracas and bearer of the identity card N° 6.911.566, was authorized to certify as Secretary of Corimon, C.A., To certify this Minutes of Regular Shareholders’ Meeting, as well as to notify the competent authorities regarding the decisions taken at this Shareholders’ Meeting and authorized Mr. Daniel Pantoja, Venezuelan, of legal age, of this domicile and bearer of the identity card N° 3.985.059, to carry out the corresponding registration at the Mercantile Registry Office and request any certified copies deemed necessary.

Finally, Amelia Ibarra, Venezuelan, of legal age, domiciled in Caracas and bearer of the identity card N° 6.911.566, was authorized to certify, as Secretary of Corimon, C.A., to authorized certify this Minutes of Regular Shareholders’ Meeting, as well as to notify the competent authorities regarding the decisions taken at this Shareholders’ Meeting. Likewise, Mr. Daniel Pantoja, Venezuelan, of legal age, of this domicile and bearer of the identity card N° 3.985.059, was authorized to carry out the corresponding registration at the Mercantile Registry Office and request any certified copies deemed necessary.

Being there no further matters to discuss, the Meeting was adjourned and this Minutes was prepared and signed in agreement by the attendants and representatives. (Signed) Maria Carolina Bichara Poleo in representation of 658,717 shares; (signed) Rómulo Henrique Hernández Bethermyt in representation of 3,649 shares; (signed) Jorge Eleazar Gómez in representation of 12 shares; y (signed) Jose Alberto Febres in representation of 33 shares.

I, Amelia Ibarra, Venezuelan, of legal age, domiciled in Caracas and bearer of the identity card N° 6.911.566, acting as Secretary of Corimon, C.A., company domiciled in Caracas and registered at the Second Mercantile Registry Office of the Judicial Circuit of the Federal District and Miranda State on June fourteen, 1949, under N° 644, Volume 3-D, hereby certify that the above minutes is true and exact copy of its original filed in the Book of Minutes of Shareholders’ Meeting carried by 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