convening notice o/egm april 2013

7/28/2019 Convening Notice O/EGM April 2013

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DIAGNSTICOS DA AMRICA S/A

CNPJ/MF no. 61.486.650/0001-83

NIRE no. 35.300.172.507

Publicly-held Company

CONVENING NOTICE

ORDINARY AND SPECIAL GENERAL ASSEMBLIES

The Board of Directors of Diagnsticos da Amrica S.A., via its Chairman, Mr. Romeu Crtes

Domingues, is honored to invite the Shareholders of this Company to meet in an Ordinary General

Meeting (OGM), to be held on April 22, 2013, at 11:00 a.m., at the Companys headquarters in the

City of Barueri, State of So Paulo, on Avenida Juru, no. 434, Alphaville, and to the Extraordinary

General Meeting (EGM), to be held on the same date and address, at 11:30a.m., to deliberate onthe following agenda:

I Ordinary General Assembly:

(a) receive the accounts from the administrators, review, discuss and vote on the Financial

Statements for the Fiscal year that ended on December 31 of 2012;

(b) consider the capital budget proposals for fiscal year 2013 and the allocation of net profits from

the fiscal year that ended on December 31, 2012, as well as deliberate on the distribution of dividends

from fiscal year 2012 profit;

(c)elect the members of the Companys Board of Directors; and

(d)set the global annual remuneration of the Companys administrators, composed of the Board of

Directors and the Management.


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In accordance with the provisions of Article 17, paragraph five, of the Companys Bylaws, if the

multiple vote process is not requested pursuant to the law, the Assembly must vote by slate, which

must be presented to the Company in writing, up to 5 (five) days before the date for which it was

convened, along with the information required by Article 10 of CVM Guidance 481, of December 17,

2009 (ICVM 481/2009).

In compliance with the provisions in CVM Guidance no. 165, published December 11, 1991, amended

by CVM Guidance no. 282, issued June 26, 1998, and existing statutory provisions, the election of

members to the Board of Directors will follow the multiple vote procedure if: (i) the Company receivesa written request for an election of the Board of Directors by the multiple vote process, signed by

shareholders representing at least 5% (five percent) of the company capital; (ii) said request is

received by the Company at least 48 (forty-eight) hours before the Assembly is held, along with

information required by Article 10 of ICVM 481/2009.

The minimum percentage of 20% (twenty percent) of independent members in the make-up of the

Board of Directors must be observed at all times, as per the New Market Listing Regulations published

by BM&FBOVESPA S.A. - (Brazilian stock exchange).

II Special General Assembly:

(a) amend the Company Bylaws to create the Statutory Audit Committee pursuant to CVM Guidance

308/99, as amended by CVM Guidance 509/2011, in accordance with the proposed bylaw

amendments approved by the Board of Directors in a meeting held on March 4, 2013, specifically in

relation to the following items: (i) inclusion of subparagraphs XXXI, XXXII and XXXIII of Article 20;

and (ii) inclusion of Articles 28, 29, 30, 31 and 32 along with their respective paragraphs.

Exercise of the Right to Vote: In order to participate in Assemblies, shareholders must deposit at

the Company headquarters, at least 48 (forty eight) hours before the date of the Assemblies: (i)

receipt issued by the depositary financial institution of book-entry shares owned or held in their

custody, pursuant to Article 126 of Law no. 6,404/76; and (ii) a power of attorney, duly regularized

pursuant to the law and the Company bylaws, if the shareholder is to be represented by an attorney.

The shareholder or their legal representative must bring documents proving their identity to the

Assemblies.


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Documents: In compliance with Article 133 of Law no. 6,404/76 and ICVM 481/2009, the documentsrelated to the deliberations set forth in this notice are available to shareholders at the Companys

headquarters, on the companys website (www.dasa3.com.br), on BM&FBOVESPA website

(www.bmfbovespa.com.br), and on the Securities and Exchange Commission website

(www.cvm.gov.br), including managements proposal as set forth in ICVM 481/2009.

Barueri, March 21, 2013

ROMEU CRTES DOMINGUES

Chairman of the Board of Directors