Form 6-K Fibria Celulose S.A. For: Mar 27

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

 

Dated March 26, 2015

 

Commission File Number: 1-15018

 

 

Fibria Celulose S.A.

 

 

Fidêncio Ramos, 302 – 3rd and (part of) 4th floors

Edifício Vila Olímpia, Torre B, Bairro Vila Olímpia

04551-010, São Paulo, SP, Brazil

(Address of principal executive offices)

 

 

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

 

Form 20-F:  x

Form 40-F:  o

 

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):

 

Yes:  o

No:  x

 

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):

 

Yes:  o

No:  x

 

(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

 

Yes:  o

No:  x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

 

 

 

FIBRIA CELULOSE S.A.

 

Publicly-Held Corporation

Corporate Taxpayer ID (CNPJ) No. 60.643.228/0001-21

Company Registry (NIRE) 35.300.022.807 | CVM Code No. 12793

 

CALL NOTICE

ORDINARY AND EXTRAORDINARY SHAREHOLDERS’ GENERAL MEETING

TO BE HELD ON APRIL 28, 2015

 

FIBRIA CELULOSE S.A., corporation, with headquarters in the City of São Paulo, State of São Paulo, located at Rua Fidêncio Ramos, No. 302, 3rd and 4th (part) floors, Vila Olímpia, with its corporate acts filled before São Paulo’s Board of Trade under the Company Registry (NIRE) 35.300.022.807, enrolled before the Corporate Taxpayer ID (CNPJ) No. 60.643.228/0001-21, registered before the Brazilian Securities Commission (CVM) as a level “A” public held corporation, under the code 12793 (“Company”), hereby, in accordance with Article 124 of Law No. 6,404/76, as amended (“Brazilian Corporate Law”) and articles 3rd, 4th and 5th of CVM Instruction No. 481/09, as amended (“ICVM 481/09”), calls the shareholders to take part on the Ordinary and Extraordinary Shareholders’ General Meeting (“General Meeting”) to be held at 2:30pm, April 28, 2015, at the Company’s headquarter, Valor room, to review, discuss and vote the following agenda:

 

A)           At the ordinary general meeting:

 

(1)                        the management accounts, the management report and the Company’s financial statements, along with the report of the independent auditors, the report of the Board of Auditors and the report of the Statutory Audit Committee relating to the fiscal year ended on December 31, 2014;

(2)                        the capital budgeting for 2015;

(3)                        the allocation of the results of the fiscal year ended on December 31, 2014;

(4)                        the definition of the number of members of the Board of Directors;

(5)                        the election of the members for the Company’s Board of Directors;

(6)                        instatement of the Board of Auditors;

(7)                        the definition of the number of members of the Board of Auditors;

(8)                        the election of the members for the Company’s Board of Auditors; and

(9)                        the annual global compensation of the Company’s management and members of the Board of Auditors for the fiscal year of 2015.

 

B)           At the extraordinary general meeting:

 

(1)                        amendment to the Company’s corporate purpose, consequently amending article 4 of the Company’s Bylaws

(2)                        amendment of the Company’s Board of Directors’ responsibilities, consequently amending article 17 of the Company’s Bylaws;

 

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(3)                        amendment of the Company’s Board of Officers’ responsibilities, consequently amending article 21 of the Company’s Bylaws; and

(4)                        the consolidation of the Company’s Bylaws.

 

In accordance with paragraph 1st of article 141 of the Brazilian Corporate Law, and with articles 1 and 3 of the CVM Instruction No. 165/91, as amended, and with article 4 of ICVM 481/09, shareholders that held equity interests representing at least 5% (five percent) of the Company’s capital stock may request, by means of a written notice delivered with up to forty eight (48) hours prior to the General Meeting, the adoption of the multiple voting procedure for the election of the members of the Board of Directors.

 

In regard to investment funds, the representation of the quotaholders at the General Meeting shall be incumbent to the fund’s manager, with due regard to the provisions of the fund’s regulation regarding the person who is entitled to exercise the voting rights of the shares and assets that are part of the fund’s portfolio. In such case, the representative of the fund’s manager, in addition to the corporate documents mentioned above regarding such manager, shall present copy of the fund’s regulation, duly registered with the competent body.

 

In connection with the participation by means of an attorney-in-fact, the powers to participate of the General Meeting shall have been granted at least one (1) year prior to the meeting, in accordance with article 126, paragraph 1st, of the Brazilian Corporate Law. Additionally, in compliance with article 654, paragraphs 1st and 2nd of the Brazilian Civil Code, the power-of-attorney shall include the place where it was granted, the complete qualification of the grantor and of the grantee, the date and the purpose of the granting, limiting the extension of the powers granted, containing the notarization of the signatures.

 

Please note that (1) the Company’s individual shareholders shall only be represented at the General Meeting by an attorney-in-fact that is also a Company’s shareholder, a Company’s manager, a lawyer or a financial institution, in accordance with the provisions of article 126, paragraph 1st of the Brazilian Corporate Law; and (2) the Company’s legal entity shareholders shall be represented by an attorney-in-fact appointed in accordance with its articles of association or Bylaws and with the regulations of the Brazilian Civil Code, with no necessity that such attorney-in-fact is a Company’s shareholder, a Company’s manager or a lawyer (as provided by CVM Procedure RJ2014/3578, judged in 11.04.2014).

 

The Company shall accept as identity documents the National Identity Card (RG), as well as the National Driving License (CNH), passport, identity cards issued by the professional councils and other functional identification cards issued by governmental bodies, provided that it contains a picture of its holder.

 

The representative of the legal entity shareholder shall present a certified copy of the following documents, duly registered with the competent bodies (Registry of Legal Entities or Board of Trade, as applicable): (1) copy the articles of association or Bylaws; and (2) corporate act that elects the manager that (a) attends the General Meeting as the legal entities’ representative, or (b) grants the power-of-attorney to a third party for representation of the legal entity shareholder.

 

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The documents of the shareholders that were issued abroad shall be notarized by the Public Notary, legalized at the Brazilian Consulate, translated by a sworn translator registered in the Board of Trade, and filled in the Registry of Deeds and Documents, in accordance with the applicable legislation.

 

For a better organization of the General Meeting, the Company, in accordance with paragraph 4th of article 28 of the Bylwas, recommends the deposit at the Company’s headquarter, three (3) days in advance of the General Meeting, of the above mentioned documents. Please note that the shareholder shall still be able to attend the General Meeting even if such documents are not previously deposited, by presenting the documents at the opening of the General Meeting, as provided by paragraph 2nd of article 5 of ICVM 481/09.

 

The documents in connection with the agenda to be discussed at the General Meeting are available for consultation by the shareholders at the Company’s headquarters and at the websites of the Company (http://fibria.infoinvest.com.br), BM&FBOVESPA (http:// www.bmfbovespa.com.br) and CVM (http://www.cvm.gov.br) on the world wide web, in accordance with the provisions of Brazilian Corporate Law and applicable regulations.

 

São Paulo, March 27, 2015.

 

José Luciano Duarte Penido

Chairman of the Board of Directors

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: March 26, 2015

 

		Fibria Celulose S.A.
		By:	/s/ Guilherme Perboyre Cavalcanti
		Name:	Guilherme Perboyre Cavalcanti
		Title:	CFO and IRO

 

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