BB SEGURIDADE PARTICIPAÇÕES S.A. CNPJ/MF Nº / NIRE Nº MINUTE OF BOARD OF DIRECTORS MEETING HELD ON February 6 th, 2015

Transcription

1 BB SEGURIDADE PARTICIPAÇÕES S.A. CNPJ/MF Nº / NIRE Nº MINUTE OF BOARD OF DIRECTORS MEETING HELD ON February 6 th, 2015 I. Date, Time and Place: On February 6 th, 2015, at 10:00 pm, at the headquarter of BB Seguridade Participações S.A. ( Company ), located in Brasília, Setor de Autarquias Norte, Quadra 5, Bloco B, Edifício Banco do Brasil, 2 nd floor, Asa Norte. II. Board: Board of Directors Members: Alexandre Corrêa Abreu (Chairman), Ivan de Souza Monteiro (Vice-Chairman), Francisca Lucileide de Carvalho, Isabel da Silva Ramos, José Henrique Paim Fernandes and Marcelo Augusto Dutra Labuto. Secretary: Giselle Cilaine Ilchechen Coelho (...) IV. Resolutions: After discussing the matter, the Board of Directors, without any restrictions: (...) (i) Approved the establishment of Audit Committee, the election of the members of the Committee, following qualified, to fulfill one year term of office (2015/2016), and the Audit Committee s Internal Rules: ARTEMIO BERTHOLINI, brazilian, married, accountant, registred in CPF on number , ID number X, issued by Secretaria de Segurança Pública do Estado de São Paulo. Address: Av. Paulista, 37, 1º andar, Paraíso, São Paulo (SP); EGIDIO OTMAR AMES, brazilian, married, business manager, registred in CPF on number , ID number , issued by Secretaria de Segurança Pública do Estado do Rio Grande do Sul. Address: Setor Bancário Sul Qd. 01, Lote 31, Ed. Sede I, 4º andar, Brasília (DF); e GILSON ALCEU BITTENCOURT, brazilian, common-law marriage, agronomist engineer, registred in CPF on number ID number , issued by Secretaria de Segurança Pública do estado de Santa Catarina. Address: Praça dos Três Poderes, Palácio do Planalto, 4º andar, sala 418, Brasília-DF. V. Closure: There being nothing further to discuss, the meeting was closed and I, sig.) Giselle Cilaine Ilchechen Coelho, Secretary, ordered this minute which, after being read and approved, is duly signed.

2 BB Seguridade Participações S.A. Minute of the Board of Directors Meeting held on February 6, Sig. Alexandre Corrêa Abreu, Ivan de Souza Monteiro, Francisca Lucileide de Carvalho, Isabel da Silva Ramos, José Henrique Paim Fernandes and Marcelo Augusto Dutra Labuto. THIS DOCUMENT IS A TRUE COPY TRANSCRIBED FROM BOOK 01, PAGES 101 TO 102. Brasília, February 6 th, Giselle Cilaine Ilchechen Coelho Secretary

3 Composition of Audit Committee Name Age*: Management body Date of election Term of office CPF Profession Elective position held Installation Date Artemio Bertholini Accountant Audit Committee Member 02/06/ /12/2015 Other positions and roles performed in the issuer 2015/2016 N/A

4 Professional Experience Member Artemio Bertholini a.i Resumé, containing the main professional experiences during the last 5 years Company: Grant Thornton Brasil Main activity of the company: audit, tax, corporate and labor consulting, corporate finance and outsourcing to private companies and public companies headquartered in Brazil or abroad. Being recognized by the market as a specialist in middle market. Position/Function: CEO. Period: since Company: Directa Main activity of the company: Audit, Accounting and Tax Consulting, Equity and Economic Reviews, Training and Outsourcing Position/Function: Partner-director. From: from 1978 to a.ii Indication of all management positions filled in open companies (including a period before 5 years): Joined the Board of Directors of: Americel SA from 2000 to 2001; and Telet SA from 2000 to 2001; Fiscal Councils: Banco do Brasil, 2001, 2003, 2004 and 2005; Itaúsa, ; Industrias Romi SA in 2009 and Itaú Unibanco holding b. Description of any of the following events that may have occurred during the last 5 years: - any criminal conviction: none; - any conviction in an administrative process of CVM and the penalties applied: none; - any conviction which became final, at judicial or administrative level, that may have suspended or disqualified him/her to perform any professional or commercial activity whatsoever: none

5 Composition of Audit Committee Name Age*: Management body Date of election Term of office CPF Profession Elective position held Installation Date Other positions and roles performed in the issuer Egídio Otmar Ames Administrator Audit Committee Member 02/06/ /12/ /2016 N/A

6 Professional Experience Member Egídio Otmar Ames a.i Resumé, containing the main professional experiences during the last 5 years Company: Banco do Brasil S.A.; Position/Function: Member of Audit Committee; Period: since sep/2012; Main activity of the company: Multiple Bank, with commercial portfolio. Company: Banco do Brasil S.A.; Position/Function: Member of Compensation Committee; Period: since sep/2012; Belongs to BB Seguridade Conglomerate? No Company: Banco do Brasil S.A.; Position/Function: Auditor General; Period: 2007/2011; Belongs to BB Seguridade Conglomerate? No Company: Companhia de Seguros Aliança do Brasil; Position/Function: Coordinator of Audit Committee; Period: since oct/2008; Belongs to BB Seguridade Conglomerate? Yes; Main activity of the company: Insurer, comprising personal and patrimonial insurance Company: Mapfre Seguros Gerais S.A.; Position/Function: Coordinator of Audit Committee; Period: since jan/2011; Belongs to BB Seguridade Conglomerate? Yes; Main activity of the company: Insurer Company: Caixa de Previdência dos Funcionários do BB (PREVI); Position/Function: Member of the Fiscal Council; Period: 2005/2008; Belongs to BB Seguridade Conglomerate? No Main activity of the company: Pension fund pension fund closely held company. a.ii Statement of all management positions held in listed companies (including prior period of 5 years): Nihil

7 b. Description of all management positions filled in open companies (incuding a period before 5 years): - any criminal conviction: none; - any conviction in an administrative process of CVM and the penalties applied: none; - any conviction which became final, at judicial or administrative level, that may have suspended or disqualified him/her to perform any professional or commercial activity whatsoever: none

8 Composition of Audit Committee Name Age*: Management body Date of election Term of office CPF Profession Elective position held Installation Date Other positions and roles performed in the issuer Gilson Alceu Bittencourt Engineer Audit Committee Member 02/06/ /12/ /2016 N/A

9 Professional Experience Member Gilson Alceu Bittencourt a.i Resumé, containing the main professional experiences during the last 5 years Company: Ministry of Planning Position/Function: Secretary. Period: since 27/01/2015. Company: Civil Office of the Presidency Position/Function: Deputy Executive Secretary of Civil Office. Period: from 12/15/2011 to 01/26/2015 Company: Ministry of Finance Position/Function: Deputy Secretary at Economic Policy Secretariat. Period: from 08/2007 to 12/2011. Company: Brasilprev Seguros e Previdência S.A. Main activity of the company: Supplementary Open-Ended Pension Plans Belongs to BB Seguridade Conglomerate? Yes. Position/Function: Member of Audit Committee. Period: from 04/2009 to 02/2015 Company: Funpresp Exe Main activity of the company: Complementary Social Welfare for Public Servants. Position/Function: Member of Deliberative Council. Period: from 11/2012 to 11/2014. Company: BB Mapfre SH1 Participações S.A. Main activity of the company: Insurance holding Belongs to BB Seguridade Conglomerate? Yes. Position/Function: Alternate member of the Board of Directors. Period: from 12/2011 to 01/2014. Company: Mapfre BB SH2 Participações S.A. Main activity of the company: Insurance holding Belongs to BB Seguridade Conglomerate? Yes. Position/Function: Alternate member of the Board of Directors. Period: from 06/2011 to 01/2014.

10 Company: SESCOOP. Main activity of the company: Social service on cooperatives Position/Function: Member of National Board. Period: from 07/2007 to 12/2011. Company: Brasilveículos S.A. Main activity of the company: Insurer Belongs to BB Seguridade Conglomerate? Yes. Position/Function: Alternate member of the Board of Directors. Period: from 04/2011 to 11/2011. Company: BB Aliança REV Participações S.A. Main activity of the company: Insurance holding Belongs to BB Seguridade Conglomerate? Yes. Position/Function: Member of the Fiscal Council. Period: from 11/2010 to 09/2011. Company: Brasilsaúde Cia de Seguros Main activity of the company: Insurer Belongs to BB Seguridade Conglomerate? yes. Position/Function: Alternate member of the Board of Directors. Period: from 05/2007 to 07/2010. a.ii Statement of all management positions held in listed companies (including prior period of 5 years): Nihil b. Description of all management positions filled in open companies (incuding a period before 5 years): - any criminal conviction: none; - any conviction in an administrative process of CVM and the penalties applied: none; - any conviction which became final, at judicial or administrative level, that may have suspended or disqualified him/her to perform any professional or commercial activity whatsoever: none