Minutes Of The Annual General Meeting

Data:	10/05/2016
Veículo:	Jornal Monitor Mercantil / DORJ

MONTEIRO ARANHA S.A.
CNPJ Nº 33.102.476/0001-92
Publicly Listed Company
NIRE 33300108611

MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 9, 2016

Held in the manner, on the date, at the location and under the conditions indicated below:

Date: May 9, 2016, at 10 a.m.;

Location: Company Headquarters of Monteiro Aranha S.A. (“Company”), located at Ladeira de Nossa Senhora No. 163, Glória, Rio de Janeiro, RJ;

Convening notices: notices published in the Rio de Janeiro Official State Gazette on April 12, 13 and 14, 2016, respectively, and in the newspaper Jornal do Commercio do Rio de Janeiro, on April 12, 13 and 14, 2016, respectively. All the documents and information referred to in these Minutes were made available for prior consultation by shareholders, under the terms of CVM Instruction No. 481, of December 17, 2009 (“ICVM 481/2009”);

Present: present were shareholders representing 62.43% of the paid-up voting capital, as per the signatures recorded in the Shareholder Attendance Book, allowing the AGM to be called to order in a regular manner, at the first convening. Furthermore, also present were the Investor Relations Director, Mr Joaquim Pedro Monteiro de Carvalho Collor de Mello; and the representative of PricewaterhouseCoopers Auditores Independentes, Mr Renan Leite, CRC RJ No. 1193980/O

Presiding:

Meeting Chairman : Sérgio Francisco Monteiro de Carvalho Guimarães
Meeting Secretary: Alberto Xavier

Order of the day:

I   to review the management accounts, examine, discuss and vote on the financial statements, referring to the financial year ending December 31, 2015, accompanied by the Independent Auditor's Report;

II   to deliberate on the destination of earnings for the financial year ending December 31, 2015;

III   to ratify the amount of dividends to be distributed based on the earnings in previous years;

IV   to set the global and annual remuneration for the managers of the Company, for the financial year 2016, and ratify the payments made in the previous year.

Deliberations: the following decisions were taken, with the abstention of those legally impeded from participating, it having been authorised to write up these minutes in summary form, and publish them with the omission of the shareholders signatures, in accordance with Article 130, §§ 1 and 2 of Law No.. 6,404/76:

I   Approved, by unanimous vote, with the abstention of those legally impeded from participating, of the Management Accounts, the Managment Report, the Financial Statements and the Independent Auditor's Report, referring to the financial year ending December 31, 2015, which were duly presented at the meeting, and filed at Company Headquarters.. The reports, the financial statements and the independent auditor's report were published on April 5, 2016, in the Rio de Janeiro Official State Gazette and the newspaper Jornal do Commercio do Rio de Janeiro, and the announcements dealing with Article 133 of Law No. 6.404/1976 were published on March 31, 2016 In the Rio De Janeiro State Official Gazette and the newspaper Jornal do Commercio do Rio de Janeiro;

II   Approval, by unanimous vote, of the destination of earnings for the financial year ending 31.12.2015, in the amount of R$95,978,994.83, as follows:

(a) R$4,798,949.74 to the Legal Reserve, corresponding to 5% (five per cent) of the net earnings reported for the financial year 2015, under the terms of Article, 193 of Law No. 6,404/76;

(b) R$60,000,000.00 in the form of interest-on-equity, subject to income tax retained at source at the rate applicable to each case, of which, R$22,899,011.27, equivalent to 25% of net earnings for the period, adjusted in accordance with the terms of the legislation in force, has been included in the minimum obligatory dividend for the financial year ending 31.12.2015 , to be paid out during the year, in accordance with the deliberations by the Executive Board at its meetings held on March 3, 2015 and December 29, 2015, and

(c) the remaining balance of net earnings, in the amount of R$31,180.045.09, to be allocated to the investment reserve account, for the realisation of investments of interest to the Company.

III   Ratified, by unanimous vote, the decision by the Executive Board which approved the distribution of dividends to shareholders in the amount of R$ 120,000,000.00 (one hundred and twenty million reais), based on earnings in previous years;

IV   Approval, by unanimous vote, as per the proposal by shareholder Monteiro Aranha Participações S.A., of the global remuneration for the managers for the financial year 2016, of up to R$10,500,000.00 (ten million, five hundred thousand reais), without charges, including the benefits for the period from January to December 2016, being an amount of up to R$8,050,000.00 (eight million and fifty thousand reais) for the Executive Board and an amount of up to R$2,450,000,000,.00 (two million four hundred and fifty thousand reais) for the Board of Directors, it falling to the Chairman and Chief Executive Officer to ratify the monthly fees for members of the Board of Directors and the Executive Board, respectively, also ratifying the global remuneration for managers attributed to the financial year 2015, in accordance with the terms of the Management Proposal;

V It is hereby announced to shareholders that from September 1, 2016, the address of the Company's Headquarters will move to Avenida Afrânio de Melo Franco No. 290, Sala 101 – part, Leblon – Rio de Janeiro – RJ, CEP: 22.430-060;

VI It is also hereby communicated to shareholders that, due to the closure of the newspaper Jornal Commercio do Rio de Janeiro on April 29, 2016, the Company's announcements from now on will be published in the newspaper Jornal Monitor Mercantil.

Documents Filed and Authenticated: I - Report from the Executive Board and Asset Balance Sheet; II -Independent Auditor's Report; III – Publications contained in the Rio de Janeiro Official State Gazette and the newspaper Jornal do Commercio do Rio de Janeiro; IV - the Management Proposal for the destination of earnings for the period.; V - the Proposal by shareholder Monteiro Aranha Participações S.A. for the setting of the fees of the Board of Directors and the Executive Board and VI – Powers of Attorney.

There being no further business to attend to, these minutes of the Annual General Meeting of Monteiro Aranha S.A. were duly written up in the record book, and having been read and approved, were signed by all those shareholders present.
Rio de Janeiro, May 9, 2016.

We hereby certify that these meeting minutes are true and faithful copy of the original written up in the record book.

SÉRGIO FRANCISCO MONTEIRO DE CARVALHO GUIMARÃES
Chairman

ALBERTO XAVIER
Secretary