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EXPLANATIONS REGARDING THE TOPICS TO BE SUBMITTED TO THE AGM


Atualizado em 2017-03-15T15:07:17
All the dates of this page are presented in official timezone of Brasilia - Brazil.

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                MARCOPOLO S.A.
   NATIONAL REGISTRY OF LEGAL ENTITIES NO.
              88.611.835/0001-29
             NIRE Nº 43300007235
           A Publicly-Held Company

        "MEETING PARTICIPATION MANUAL"

     EXPLANATIONS ABOUT THE MATTERS TO BE
   SUBMITTED TO THE ORDINARY/EXTRAORDINARY
   GENERAL MEETING TO BE HELD ON 03.30.2017

For the  purpose  of  informing  and  helping
shareholders make decisions  on  the  matters
to be submitted to the O/EGM  and  continuing
with the good corporate governance  practices
that have been adopted over  the  years,  the
Company provides  the  following  information
in addition to agenda  of  the  O/EGM  called
for 2:00 PM on March 30th 2017:

AGENDA:

I - In an Extraordinary General Meeting:

   Amend  Section  5  of  the  Articles   of
   Incorporation as follows  to  include  an
   increase in the company's  capital  stock
   as approved in  the  Board  of  Directors
   meeting held on 12.23.2016: "Section 5  -
   The capital stock, fully  subscribed  and
   paid up, is BRL 1,264,622,468.00, divided
   in  925,196,009  shares,  341,625,744  of
   them being common book-entry  shares  and
   583,570,265  being  preferred  book-entry
   shares, all of them with no par value."

   In a meeting held on December 23rd  2016,
   the Company's Board of Directors approved
   a capital increase in the amount  of  BRL
   43,706,989.80 by issuing  16,187,774  new
   preferred book-entry shares with  no  par
   value  within  the   authorized   capital
   limit, at the issue price of BRL 2.70 per
   share. With the aforementioned  approval,
   the company's capital stock changed  from
   BRL    1,220,915,478.20    divided     in