Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
COMPANHIA DE SANEAMENTO BÁSICO DO ESTADO DE SÃO PAULO – SABESP
PUBLICLY-HELD COMPANY
SUBSCRIBED AND PAID-IN CAPITAL - R$10,000,000,000.00
MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING
DATE, TIME AND VENUE: On January 29, 2016, at 11:00 a.m., at the headquarters of Companhia de Saneamento Básico do Estado de São Paulo (“Company”), at Rua Costa Carvalho, nº 300, Pinheiros, CEP 05429-000, in the city and state of São Paulo.
CALL NOTICE: Notice published on the “Diário Oficial do Estado de São Paulo” newspaper, on the days: (i) December 23, 2015, (ii) December 24, 2015, and (iii) December 29, 2015, on pages 22, 30 and 39, respectively, and on the “Valor Econômico” newspaper, on the days: (i) December 23, 2015, (ii) December 24, 2015, and (iii) December 29, 2015, on pages C10, C10 and B3, respectively.
ATTENDANCE: Shareholders representing more than two thirds of the capital stock, as per the signatures in the Shareholders’ Attendance Book.
The other people present included: Reinaldo Guerreiro, member of the Board of Directors and member of the Audit Committee of Sabesp, Mario Azevedo de Arruda Sampaio, Funding and Investor Relations Superintendent, Priscila Costa da Silva, Management Analyst of the Investor Information Department, John Emerson Silva, Management Analyst of the Investor Information Department, and Beatriz Helena de Almeida e Silva Lorenzi, lawyer of the Legal Superintendence.
PRESIDING BOARD: Chairman: Reinaldo Guerreiro. Secretary: Marialve S. Martins.
INFORMATION: The management proposal and other related documents were made available to the shareholders at the Company’s headquarters and on its website, as well as on the websites of the Brazilian Securities and Exchange Commission (CVM) and the BM&FBOVESPA.
AGENDA: I. Election of a new Fiscal Council member for the remaining of the 2015-2016 term of office.
CLARIFICATIONS: The matters were appreciated by the State Capital Defense Council (CODEC), pursuant to Report 006/2016 of January 11, 2016, whose voting intention was presented by the representative of the shareholder Secretaria da Fazenda.
RESOLUTIONS: After being submitted to discussion and vote, the following item of the agenda was approved by majority of vote:
I. The election, as a sitting member of the Fiscal Council, of José Alexandre Pereira de Araújo, Brazilian, married, business administrator, identification document (RG) no. 21.586.420-7 SSP/SP and individual taxpayer ID (CPF) no. 102.435.868-25, domiciled at Av. Morumbi nº 4500, 1º andar - Morumbi, in the city and state of São Paulo, in replacement of Horácio José Ferragino, for the remaining of the 2015-2016 term of office, unified with that of the other Fiscal Council members elected at the Company’s Annual Shareholders’ Meeting of April 30, 2015. The Fiscal Council will now be composed as follows: Sitting Members: Humberto Macedo Puccinelli, Joaldir Reynaldo Machado, José Alexandre Pereira de Araújo, Rui Brasil Assis and Massao Fabio Oya. Alternate Members: Tomás Bruginski de Paula, José Rubens Gozzo Pereira, Enio Marrano Lopes, Sandra Maria Giannella and Maria Elvira Lopes Gimenez, respectively. The fiscal council member elected, José Alexandre Pereira de Araújo, will exercise his duties until the next Annual Shareholders’ Meeting and, in event of the non-attendance of the sitting member, the respective alternate member should be called to take part in the meetings. The member elected herein shall take office in compliance with the requirements and procedures of Brazilian Corporation Law and other applicable legal provisions, including those related to the filing of the Statement of Property, which should comply with applicable state regulations, and the signature of The Declaration of Inexistence of Legal Impediments as well as the Statement of Consent, provided for in the Listing Regulations of the Novo Mercado Segment of the São Paulo Stock Exchange.
The drawing up of these minutes in summary format and its publication without the signatures of the attending Shareholders, pursuant to article 130, paragraphs 1 and 2 of Law 6404/76, was approved by unanimous vote.
CLOSURE AND SIGNATURE OF THE MINUTES: There being no further business on the agenda, the Chairman thanked everyone for their attendance and the Extraordinary Shareholders’ Meeting was adjourned for these minutes to be drawn up, read, approved and signed by the Chairman, the Secretary and the attending shareholders, who comprise the quorum necessary for the resolutions to be made.
DOCUMENTS FILED. The proxy instruments of the representatives of the shareholders’ listed below were filed at the Company’s headquarters, accompanied by the votes duly numbered and initialed by the presiding board and other documents mentioned.
São Paulo, January 29, 2016.
REINALDO GUERREIROChairman
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CAMILA ROCHA CUNHA VIANA(representative of the shareholder Secretaria da Fazenda do Estado) | ||
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MARIALVE S. MARTINS Secretary
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CAMILA PUPO PALOMARES (representative of the shareholder The Bank Of New York Mellon ADR Department) | ||
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RODRIGO DE MESQUITA PERREIRA (representative of the shareholders, HSBC CTVM S.A.) FIRST STATE GLOBAL UMBRELLA FUND PLC RE FIRST STATE GLOBAL LISTED INFRASTRUCTURE FUND SMITH & WILLIAMSON EMERGING MARKETS VALUE FUND |
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RODRIGO DE MESQUITA PERREIRA (representative of the shareholder, Itaú Unibanco S.A.) PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEXICO | ||
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RODRIGO DE MESQUITA PERREIRA (representative of the shareholders, J. P. Morgan S.A. Distribuidora de Títulos e Valores Imobiliários) | ||||
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BRITISH COAL STAFF SUPERANNUATION SCHEME BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND BUREAU OF LABOR FUNDS-LABOR PENSION FUND BUREAU OF LABOR FUNDS-LABOR PENSION FUND BUREAU OF LABOR FUNDS-LABOR PENSION FUND BUREAU OF LABOR FUNDS-LABOR PENSION FUND BUREAU OF LABOR FUNDS-LABOR PENSION FUND JNL/MELLON CAPITAL EMERGING MARKETS INDEX FUND MISSOURI EDUCATION PENSION TRUST NVIT DEVELOPING MARKETS FUND NVIT EMERGING MARKETS FUND STATE OF NEW MEXICO STATE INVESTMENT COUNCIL THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045828 |
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THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045829 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ400045835 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045792 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045795 THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB400045796 VANGUARD INVESTMENT SERIES, PLC VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS | ||
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RODRIGO DE MESQUITA PERREIRA (representative of the shareholders, Citibank N.A) | ||||
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FIRST TRUST BRAZIL ALPHADEX FUND FIRST TRUST EMERGING MARKETS ALPHADEX FUND FIRST TRUST LATIN AMERICA ALPHADEX FUND JAPAN TRUSTEE SERVICES BANK, LTD. RE: RTB NIKKO BRAZIL EQUITY ACTIVE MOTHER FUND JAPAN TRUSTEE SERVICES BANK, LTD. RE: STB DAIWA EMERGING EQUITY FUNDAMENTAL INDEX MOTHER FUND PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS PZENA EMERGING MARKETS VALUE FUND SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX FUND THE NOMURA TRUST AND BANKING CO., LTD. RE: INTERNATIONAL EMERGING STOCK INDEX MSCI EMERGING NO HEDGE MOTHER FUND THE PRESIDENT AND FELLOWS OF HARVARD COLLEGE TRUST & CUSTODY SERVICES BANK, LTD. RE: EMERGING EQUITY PASSIVE MOTHER FUND VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD FUNDS PUBLIC LIMITED COMPANY VANGUARD INTERNATIONAL VALUE FUND VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. LEGAL AND GENERAL ASSURANCE (PENSIONS MANAGEMENT) LTD. LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED STICHTING PGGM DEPOSITARY NATIONAL COUNCIL FOR SOCIAL SECURITY FUND NATIONAL COUNCIL FOR SOCIAL SECURITY FUND JOHN HANCOCK VARIABLE INSURANCE TRUST INTERNATIONAL EQUITY INDEX TRUST B LEGAL & GENERAL COLLECTIVE INVESTMENT TRUST NORGES BANK THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO THE STATE TEACHERS RETIREMENT SYSTEM OF OHIO PICTET FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER PICTET - EMERGING MARKETS INDEX PICTET - WATER ALLIANCEBERNSTEIN DELAWARE BUSINESS TRUST - ALLIANCEBERNSTEIN INTERNATIONAL ALL-COUNTRY PASSIVE SERIES ARIZONA STATE RETIREMENT SYSTEM ASCENSION HEALTH MASTER PENSION TRUST BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND BLACKROCK INSTITUTIONAL TRUST COMPANY, N.A. BRANDES CANADA EMERGING MARKETS EQUITY UNIT TRUST BRANDES CANADA INTERNATIONAL EQUITY UNIT TRUST BRANDES INVESTMENT FUNDS PUBLIC LIMITED COMPANY / BRANDES EMERGING MARKETS EQUITIES FUND CAISSE DE DEPOT ET PLACEMENT DU QUEBEC CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM CHEVRON MASTER PENSION TRUST CITY OF NEW YORK GROUP TRUST CITY OF NEW YORK GROUP TRUST CITY OF NEW YORK GROUP TRUST COLLEGE RETIREMENT EQUITIES FUND DESJARDINS GLOBAL INFRASTRUCTURE FUND DETROIT EDISON QUALIFIED NUCLEAR DECOMMISSIONING TRUST DTE ENERGY COMPANY AFFILIATES EMPLOYEE BENEFIT PLANS MASTER TRUST DTE VEBA MASTER TRUST EMERGING MARKETS EQUITY INDEX MASTER FUND EMERGING MARKETS EQUITY INDEX PLUS FUND EMERGING MARKETS EX-CONTROVERSIAL WEAPONS EQUITY INDEX FUND B EMERGING MARKETS INDEX NON-LENDABLE FUND EMERGING MARKETS INDEX NON-LENDABLE FUND B EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND FIDELITY INTERNATIONAL DISCIPLINED EQUITY FUND FIRST STATE INVESTMENTS ICVC - FIRST STATE GLOBAL LISTED INFRASTRUCTURE FUND FRANCISCAN ALLIANCE, INC GMAM INVESTMENT FUNDS TRUST STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX EXEMPT RETIREMENT PLANS STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - STATE STREET GLOBAL EMERGING MARKETS INDEX EQUITY FUND TEACHER RETIREMENT SYSTEM OF TEXAS TEACHERS' RETIREMENT SYSTEM OF THE STATE OF ILLINOIS THE CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM THE HARTFORD GLOBAL REAL ASSET FUND THE MASTER TRUST BANK OF JAPAN, LTD. RE: RUSSELL GLOBAL ENVIRONMENT TECHNOLOGY FUND THE MONETARY AUTHORITY OF SINGAPORE TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY INDEX FUND USAA EMERGING MARKETS FUND WASHINGTON STATE INVESTMENT BOARD WASHINGTON STATE INVESTMENT BOARD WELLS FARGO ADVANTAGE DIVERSIFIED INTERNATIONAL FUND WELLS FARGO ADVANTAGE INTERNATIONAL VALUE PORTFOLIO WISDOMTREE GLOBAL EX-US UTILITIES FUND WSIB INVESTMENT (PUBLIC EQUITIES) POOLED FUND TRUST XEROX CORPORATION RETIREMENT & SAVINGS PLAN JAPAN TRUSTEE SERVICES BANK, LTD. SMTB EMERGING EQUITY MOTHER FUND JAPAN TRUSTEE SERVICES BANK, LTD. STB BRAZIL STOCK MOTHER FUND ACADIAN EMERGING MARKETS EQUITY II FUND, LLC ALASKA PERMANENT FUND ARIZONA PSPRS TRUST AT&T UNION WELFARE BENEFIT TRUST BELL ATLANTIC MASTER TRUST BELLSOUTH CORPORATION RFA VEBA TRUST CF DV EMERGING MARKETS STOCK INDEX FUND EATON VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT PLANS - EMERGING MARKETS EQUITY FUND ELECTRICAL WORKERS LOCAL NO.26 PENSION TRUST FUND EMPLOYEES RETIREMENT PLAN OF BROOKLYN UNION GAS EMPLOYEES RETIREMENT SYSTEM OF TEXAS |
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IBM 401(K) PLUS PLAN ILLINOIS STATE BOARD OF INVESTMENT INTERNATIONAL PAPER COMPANY COMMINGLED INVESTMENT GROUP TRUST ISHARES MSCI ACWI ETF ISHARES MSCI ACWI EX U.S. ETF ISHARES MSCI BRAZIL CAPPED ETF ISHARES MSCI BRIC ETF ISHARES MSCI EMERGING MARKETS ETF JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND KAISER FOUNDATION HOSPITALS KAISER PERMANENTE GROUP TRUST LAZARD INTERNATIONAL EQUITY (ACW EX-U.S.) TRUST LAZARD INTERNATIONAL EQUITY SELECT PORTFOLIO LAZARD INTERNATIONAL STRATEGIC EQUITY PORTFOLIO MAINSTAY EMERGING MARKETS OPPORTUNITIES FUND MANAGED PENSION FUNDS LIMITED MANAGED PENSION FUNDS LIMITED MANAGED PENSION FUNDS LIMITED MDPIM EMERGING MARKETS EQUITY POOL MERCER QIF FUND PLC MINISTRY OF STRATEGY AND FINANCE MONTANA BOARD OF INVESTMENTS NEW YORK STATE TEACHERS RETIREMENT SYSTEM NEW YORK STATE TEACHERS RETIREMENT SYSTEM NUVEEN TRADEWINDS EMERGING MARKETS FUND OCEANROCK INTERNATIONAL EQUITY FUND PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY PYRAMIS SELECT EMERGING MARKETS EQUITY TRUST QS BATTERYMARCH EMERGING MARKETS FUND SCHWAB EMERGING MARKETS EQUITY ETF SCHWAB FUNDAMENTAL EMERGING MARKETS LARGE COMPANY INDEX ETF SPDR S&P EMERGING MARKETS ETF SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND STATE OF ALASKA RETIREMENT AND BENEFITS PLANS STATE OF MINNESOTA STATE EMPLOYEES RETIREMENT PLAN STATE OF NEW JERSEY COMMON PENSION FUND D STATE OF NEW JERSEY COMMON PENSION FUND D STATE OF NEW JERSEY COMMON PENSION FUND D STATE OF OREGON STATE OF OREGON ENSIGN PEAK ADVISORS, INC EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD OF PENSIONS JOHN DEERE PENSION TRUST LAY EMPLOYEES RETIREMENT PLAN OF THE ARCHDIOCESE OF PHILADELPHIA MOUNT WILSON GLOBAL FUND L.P. PENSION FUND OF THE CHRISTIAN CHURCH (DISCIPLES OF CHRIST) PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO RAYTHEON COMPANY MASTER TRUST RUSSELL INSTITUTIONAL FUNDS, LLC - RUSSELL EMERGING MARKETS EQUITY PLUS FUND SOUTH DAKOTA RETIREMENT SYSTEM SOUTHERN CA EDISON CO NUCLEAR FAC QUAL CPUC DECOM M T FOR SAN ONOFRE AND PALO VERDE NUC GEN STATIONS TD EMERALD HEDGED ALL COUNTRY WORLD INDEX EQUITY POOLED FUND TRUST THE ARCHDIOCESE OF HARTFORD INVESTMENT TRUST THE BANK OF NEW YORK MELLON EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN THE CHICAGO PUBLIC SCHOOL TEACHERS PENSION AND RETIREMENT FUND THE HARTFORD ROMAN CATHOLIC DIOCESAN CORPORATION RETIREMENT PLANS MASTER TRUST THE NATURE CONSERVANCY THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD THE TRUSTEES OF SAINT PATRICK'S CATHEDRAL IN THE CITY OF NEW YORK TIME WARNER CABLE PENSION PLAN MASTER TRUST UPS GROUP TRUST WEST VIRGINIA INVESTMENT MANAGEMENT BOARD ADVANCED SERIES TRUST - AST FI PYRAMIS QUANTITATIVE PORTFOLIO ADVANCED SERIES TRUST - AST PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO BNY MELLON FUNDS TRUST - BNY MELLON EMERGING MARKETS FUND DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF DREYFUS OPPORTUNITY FUNDS - DREYFUS STRATEGIC BETA EMERGING MARKETS EQUITY FUND FIRST TRUST EMERGING MARKETS ALPHADEX UCITS ETF LEGG MASON GLOBAL FUNDS PLC POWERSHARES S&P EMERGING MARKETS HIGH BETA PORTFOLIO PZENA EMERGING MARKETS FOCUSED VALUE FUND THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP 7 EQUITY FUND VANGUARD EMERGING MARKETS SELECT STOCK FUND VOYA EMERGING MARKETS INDEX PORTFOLIO BRANDES INSTITUTIONAL EQUITY TRUST BRANDES INVESTMENT PARTNERS, LP 401(K) PLAN CITY OF LOS ANGELES FIRE AND POLICE PENSION PLAN COLONIAL FIRST STATE WHOLESALE GLOBAL LISTED INFRASTRUCTURE SECURITIES FUND COMMONWEALTH GLOBAL LISTED INFRASTRUCTURE FUND 4 COMMONWEALTH SUPERANNUATION CORPORATION FUTURE FUND BOARD OF GUARDIANS LSV EMERGING MARKETS EQUITY FUND, L.P. LSV INTERNATIONAL (AC) VALUE EQUITY FUND, LP LSV INTERNATIONAL CONCENTRATED EQUITY FUND, LP MICROSOFT GLOBAL FINANCE NATIONAL COUNCIL FOR SOCIAL SECURITY FUND NAV CANADA PENSION PLAN NEW ZEALAND SUPERANNUATION FUND NORTHERN EMERGING MARKETS EQUITY FUND NORTHERN MULTI - MANAGER EMERGING MARKETS EQUITY FUND NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD INDEX (ACWI) EX-US FUND-LENDING NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LENDING NORTHERN TRUST INVESTMENT FUNDS PLC NTCC COLLECTIVE FUNDS FOR EMPLOYEE BENEFIT TRUSTS NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US EQUITY INDEX FUND - LENDING NTGI - QM COMMON DAILY ALL COUNTRY WORLD EX-US INVESTABLE MARKET INDEX FUND - LENDING NTGI - QM COMMON DAILY EMERGING MARKETS EQUITY INDEX FUND - LENDING NTGI - QM COMMON DAILY EMERGINGMARKETS EQUITY INDEX FUND-NON LENDING NTGI - QUANTITATIVE MANAGEMENT COLLECTIVE FUNDS TRUST PZENA VALUE GROUP TRUST QS INVESTORS DBI GLOBAL EMERGING MARKETS EQUITY FUND LP THE HIGHCLERE INTERNATIONAL INVESTORS SMID FUND THE ILLINOIS MUNICIPAL EMPLOYEES RETIREMENT FUND THE NORTHERN TRUST COMPANY SUB-ADVISED COLLECTIVE FUNDS TRUST WYOMING RETIREMENT SYSTEM
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Companhia de Saneamento Básico do Estado de São Paulo - SABESP | ||
| By: | /s/ Rui de Britto Álvares Affonso
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Name: Rui de Britto Álvares Affonso
Title: Chief Financial Officer and Investor Relations Officer |
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This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.