AREZZO INDÚSTRIA E COMÉRCIO S.A. 
By (Publicly-Held Company)
National Corporate Taxpayers Register of the Ministry of
Finance (CNPJ/MF) No.
16.590.234/0001-76
State Registration (NIRE) No. 31.300.025.91-8
Arezzo Indústria e Comércio S.A. - ARZZ3 ("Company") hereby
notifies its shareholders that, on July 30, 2012, the Board
of Directors of the Company approved the following matters,
among other things: (a) the system of profits distribution to
the Company's shareholders for fiscal year 2013 ("Profits
Distribution System for 2013"); and (b) the distribution of
interim dividends to the Company's shareholders, in the total
amount of six million, nine hundred and eighty-five thousand,
nine hundred and fifty-one Reais and seven cents
(R$6,985,951.07), corresponding to R$0.078859360 per common
share issued by the Company, based on the adjusted net profit
ascertained in the Company financial statements prepared as
of June 30, 2012
("Distribution of Interim Dividends").
The information and procedures relating to the Profits
Distribution System for 2013 and the
Distribution of Interim Dividends are described below:
(a) The Company's profits distribution system relating to
fiscal year 2013 provides for payment of Interest on Equity
on a Semester Basis ("JCP") to the Company's shareholders.
Said system shall have as its beneficiaries those
shareholders that are registered in the Company's records on
the last business day of each semester of year 2013
("Reference Dates") and shall be paid on the last business
day of the month following that of the Reference Dates,
subject to withheld income tax at the tax rate of 15%, except
for shareholders provenly exempted or immune, or shareholders
domiciled in countries or jurisdictions for which the law
provides for a different tax rate. Exempted or immune
shareholders shall submit evidence of their condition by the
third business day after the corresponding Reference Date, by
sending the proper documentation to the Company, to the care
of the Office of the Chief Investors Relation Officer,
in the City of São Paulo, State of São Paulo, at Rua Gomes de
Carvalho, 1507, 16th floor, Vila
Olímpia. Tel.: (11) 2132-4300, Fax: (11) 3847-8971;
(b) the shares shall be negotiated ex-rights to JCP as from
the first business day after the corresponding Reference
Date, including;
(c) the payments of JCP shall be subject to the deductibility
limit of the Long-Term Interest Rate ("TJLP") of each
semester, pursuant to the applicable law, and to the amount
accrued on a semester basis of the calculation of the minimum
mandatory dividends provided for by the Company's By-Laws,
and shall not be entitled to any remuneration whatsoever by
way of monetary restatement;
(d) as provided for by article 9, § 7 of Law No. 9249 of
December 26, 1995, item V of CVM Resolution No. 207/96 and
article 35 of the Company's By-Laws, amounts distributed by
way of JCP, net of withheld income tax, shall be attributed
to minimum mandatory dividends relating to fiscal year of
2013; and
(e) the Company shall record the credits corresponding to the
JCP on its accounting as of the corresponding Reference
Dates.
(a) The Reference Dates and the amounts to be paid are described in the table below:
Reference Date | Payment Date | Interest on Equity (R$) | Gross Amount per Common Share (R$) |
June 28, 2013 | July 31, 2013 | 8,858,746.90 | 0.10 |
December 27, 2013 | January 31, 2014 | 8,858,746.90 | 0.10 |
(b) The payments shall be made in accordance with the
respective checking account and banking domicile informed by
the shareholders to Itaú Unibanco S.A., the institution in
charge of the recording of the Company's shares. For
shareholders whose data record does not contain their
Taxpayer enrollment number (CPF/CNPJ) or information of
"Bank/Branch and Checking Account", the payments shall be
solely made as from the third business day after the date
their data records are updated in the electronic files of
Itaú Unibanco S.A., which may be done at any branch of the
network or by means of a letter addressed to Itaú Unibanco
S.A. - Diretoria de Soluções para o Mercado de Capitais -
Gerência de Escrituração, located at Avenida Engenheiro
Armando de Arruda Pereira, 707 - São Paulo/SP - CEP
04344-902. Payments relating to the shares held in custody
with BM&FBOVESPA shall be credited to that entity, and the
Custodian Institutions shall transfer them to the respective
shareholders; and
(c) Notwithstanding any provision to the contrary contained
in this notice to the shareholders, the payment of JCP may be
suspended, modified or not made, and properly notified to the
market, in case that the limits of payment and/or
deductibility of JCP are reached, pursuant to the applicable
law, the amount of minimum mandatory dividend is reached, as
provided for by the Company's By-Laws, or if the Board of
Directors resolves that the payment of JCP is incompatible
with the Company's financial position or investment strategy.
Additionally, in case that the limits of payment and/or
deductibility of JCP are reached, as provided for by law, the
Company may carry out a part or the entire distribution of
profits in the amounts set forth herein by means of
distribution of dividend to the shareholders, as it may be
resolved by the Board of Directors in due time.
(a) Under § 3 of article 205 of Law No. 6404 of December 15,
1976, the payment of interim dividend to the Company's
shareholders in the total amount of six million, nine hundred
and eighty-five thousand, nine hundred and fifty-one reais
and seven cents (R$6,985,951.07), corresponding to
R$0.078859360 per share issued by the Company, shall be made
as from August 31, 2012. Under the applicable law, there
shall be no deduction of Withheld Income Tax (IRRF), and the
Company's shareholders holding shares on July 30, 2012
(including) shall be entitled to the dividend. As a result,
as from July 31 2012, the Company's shares shall be traded
"Ex-Dividends".
(b) The payment shall be made in accordance with the
respective checking account and banking domicile informed by
the shareholder to Itaú Unibanco S.A., the institution in
charge of the recording of the Company's shares. For
shareholders whose data record does not contain their
Taxpayer enrollment number (CPF/CNPJ) or information of
"Bank/Branch and Checking Account", the payments shall be
solely made as from the third business day after the date
their data records are updated in the electronic files of
Itaú Unibanco S.A., which may be done at any branch of the
network or by means of a letter addressed to Itaú Unibanco
S.A. - Diretoria de Soluções para o Mercado de Capitais -
Gerência de Escrituração, located at Avenida Engenheiro
Armando de Arruda Pereira, 707 - São Paulo/SP - CEP
04344-902. Payments relating to the shares held in custody
with BM&FBOVESPA shall be credited to that entity, and the
Custodian Institutions shall transfer them to the respective
shareholders.
(c) The amount to be paid to the shareholders by way of
Interim Dividends shall be attributed to the mandatory
dividends relating to the fiscal year that shall end on
December 31,
2012.
Additionally, the Company reminds its shareholders that:
(a) On July 31, 2012, a payments shall be made to the
Company's shareholders of (i) interest on equity in the
total amount of seven million, nine hundred and sixty-eight
thousand, eight hundred and sixteen reais and ninety cents
(R$7,968,816.90), corresponding to R$0.09 per common share
issued by the Company, pursuant to the Company's profits
distribution system for second semester 2011 and for fiscal
year 2012, which was approved in the meeting of the board of
directors held on August 09, 2011 ("JCP - 2012)", with the
reference date of June 29,
2012; and (ii) interest on equity supplementary to the JCP -
2012, in the total gross amount of three million, three
hundred and fifty-three thousand, one hundred and
seventy-eight reais and nineteen cents (R$3,353,178.19),
corresponding to the gross amount of R$0.037870871 per common
share issued by the Company, the payment of which was
approved in the meeting of the Board of Directors held on
June 29, 2012, with the reference date of June 29, 2012.
(b) On January 31, 2013, the payments shall be made to the
Company's shareholders of interest on equity in the total
amount of seven million, nine hundred and sixty-eight
thousand, eight hundred and sixteen reais and ninety cents
(R$7,968,816.90), corresponding to R$0.09 per common share
issued by the Company, pursuant to the Company's profits
distribution system for second semester 2011 and for fiscal
year 2012, which was approved in the meeting of the board of
directors held on August 09, 2011 ("JCP - 2012)", with the
reference date of December 28, 2012;
(c) The shares shall be negotiated ex-rights to JCP as from
the first business day after the corresponding Reference
Date, including.
São Paulo, July 30, 2012. THIAGO
LIMA BORGES
Chief Investor Relation Officer,
Corporate Vice-President and Chief Financial Officer
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