Minutes of OSM/ESM

Transcription

1 Minutes of OSM/ESM On April twenty eight of two thousand and six, at three p.m., an Ordinary and an Extraordinary General Meeting of the Shareholders of Banco do Brasil S.A. (CNPJ: / ; NIRE: ) an open capital company was held, after a first summons, at the Bank s own registered office, in Brasilia (DF), attended by 32 (thirty two) shareholders, in person or by delegation, the owners of 681,107,320 (six hundred and eighty one million, one hundred and seven thousand, three hundred and twenty) ordinary shares, representing 84% of the total of 810,617,415 (eight hundred and ten million, six hundred and seventeen thousand, four hundred and fifteen) ordinary shares, who signed the "Book of Presence", the legal prescriptions having been observed. The President of the Meeting, deputy, Mr. Ricardo Alves da Conceição, when installing the Meetings, invited, to complete the table, Mrs. Luciana Cortez Roriz Pontes, a representative of the Union, the majority shareholder, as well as Mr. Vicente de Paulo Barros Pegoraro, representing the Board of Auditors. He also invited the Legal Director, deputy, Mauricio Doff Sotta, and shareholder Lincoln de Souza Chaves to act as First and Second Secretaries, respectively. The matters presented to the Meetings were those recorded in the Notice of Summons, published on April 11, 12 and 13 of 2006 in the Official Gazette of the Union and in the following newspapers: Correio Braziliense (Brasilia-DF), Jornal do Commercio (Rio de Janeiro- RJ) and Gazeta Mercantil (São Paulo-SP). After starting to appreciate the subjects, it was decided: ORDINARY GENERAL MEETING a) to approve, unanimously, the Bank s capital budget, in the amount of R$ 7,307 milhões, to carry out the Bank s Investment Plan, comprising expenditure in fixed investments and current asets for the financial year 2006, as shown below: R$ million Fixed Investments ,176 Investments in Current Capital 6,131 TOTAL INVESTMENTS 7,307 Balance of Expansion Reserve (2004) 2,428 Investments (2005) (806) Retained Earnings (2005) 2,327 Balance of Expansion Reserve (2005) 3,949 Other sources 3,358

2 TOTAL DAS FONTES DE RECURSOS 7,307 b) to approve, by a majority of the votes of the stockholders present, with the legal abstentions, the Financial Statements, accompanied by the Management Report and the Opinions of the Board of Auditors and of the Independent Auditors, the Report of the Audit Committee, and the manifestation of the Board of Directors, referring to financial year 2005, all published on , in the Official Gazette of the Union and in newspapers: Gazeta Mercantil, Correio Braziliense, Jornal do Commércio and Valor Econômico; c) to approve, unanimously, the proposal relating to the destination of the net income of the financial year, referring to 2005, in the amount of R$ 4,157,153, (four billion, one hundred fifty seven million, one hundred fifty three thousand, five hundred twenty two eight reais and ninety four centavos), in the following way, with the recommendation to observe the conditions in the Term n. 759/2005/MP/SE, of , of Planning, Budget and Management Department for payment of Profit Sharing of the exercise locked up in 2005, to the employees and managers of the Bank; in R$ 1. Net Income ,72 2. Accumulated Earnings/(Losses) ,22 3. Profit to be Applied ,94 4. Applications: Legal Reserve ,19 Statutory Reserves ,91 Shareholders Earnings ,95 - Interest on Equity ,98 - Dividends ,97 Expansion Reserve ,89 It was clarified that the interest on capital paid by the Bank was totally imputed to the amount of the dividends, in the terms of paragraph 7 of article 9 of Law 9249, of , so that there was no balance of dividends payable. The application in the Expansion Reserve, based on article 196 of Law 6404/76, sustained by the capital budget, aims at continuing to implement the Bank s policy for expansion and modernization, as well as to adapt its Net Equity better to the minimum requirements of the Basel Accord; d) to elect, by a majority of votes, the members of the Board of Directors and of the Board of Auditors, next, to fulfill the 2006/2007, mandate, having clarified that those elected meet the requirements to be found in the Bylaws and the legislation in force. The opportunity was taken to present copies of the declarations of being unimpeded and curriculums of the candidates, to comply with what is laid down in CVM Instruction nº 367, of , about the election of members of the Board of Directors. The Representative of the Union also advised that the indication of its members for the Board of Directors took place by virtue of

3 the public interest, thus giving the grounds for her vote and meeting the provisions contained in paragraph 1 of article 3 of CVM instruction n 367: BOARD OF DIRECTORS /2007 Mandate BERNARD APPY, Brazilian, married, economist, resident and domiciled at SHIS QI 19, conjunto 11, casa 12, Lago Sul - Brasilia (DF), bearer of CPF nº and of identity card n , issued on by the Regional Council of Economy of the State of São Paulo; Vice-President: President: ROSSANO MARANHÃO PINTO, Brazilian, married, economist, resident and domiciled at SHIS QI 07, conjunto 14, casa 14, Lago Sul - Brasilia (DF), bearer of CPF nº and of Identity Card nº , issued on by the Secretariat for Public Security of the Federal District; Representative of the Union, indicated by the Minister of State for Finance: TARCÍSIO JOSÉ MASSOTE DE GODOY, Brazilian, married, engineer, resident and domiciled at SMLN MI 03, conjunto 1, lote 11/A, Lago Norte - Brasilia (DF), bearer of CPF nº and of Identity Card nº , issued on by the Secretariat for Public Security of the Federal District; Representative of the Union, indicated by the Minister of State for Planning, Budget and Management: JOSÉ CARLOS ROCHA MIRANDA, Brazilian, unmarried, economist, resident and domiciled at SQS 312, bloco G, ap. 504, Asa Sul - Brasilia (DF), bearer of CPF nº and of Identity Card nº , issued on by the Félix Pacheco Institute/RJ; Representatives indicated by the minority shareholders: CARLOS AUGUSTO VIDOTTO, Brazilian, unmarried, economist, resident and domiciled at Avenida Almirante Ernane do Amaral Peixoto, 84, ap Niterói (RJ), bearer of CPF nº and of Identity Card nº , issued on by the Secretariat for Public Security of São Paulo; FRANCISCO AUGUSTO DA COSTA E SILVA, Brazilian, married, lawyer, resident and domiciled at Rua Brusque, 255, Itanhangá - Rio de Janeiro (RJ), bearer of CPF nº and of Identity Card nº , issued on by the Brazilian Bar Association - Rio de Janeiro/RJ Section; JOÃO CARLOS FERRAZ, Brazilian, married, economist, resident and domiciled at Rua Paulo César de Andrade, 66, ap. 503, Laranjeiras - Rio de Janeiro (RJ), bearer of CPF nº and of Identity Card MG , issued on by the Secretariat for Public Security of the State of Minas Gerais. FISCAL COUNCIL /2006 Mandate Representatives of the National Treasury, indicated by the Minister of State for Finance:

4 Incumbent: OTAVIO LADEIRA DE MEDEIROS, Brazilian, married, economist, resident and domiciled at SQS 315, bloco E, ap. 401, Asa Sul - Brasilia (DF), bearer of CPF nº and of Identity Card nº , issued on by the Secretariat for Public Security of the Federal District; Alternate: DANIEL SIGELMANN, Brazilian, single, economist, resident and domiciled at SQN 216, bloco F, ap. 603, Asa Norte - Brasília (DF), bearer of CPF n and of Identity Card n , issued on , by Félix Pacheco Institute - IFP (RJ). Representatives of the Union, indicated by the Minister of State for Finance: Incumbent: JOSÉ LUIZ GOMES RÔLO, Portuguese, married, lawyer, resident domiciled at QNG 15, casa 04, Taguatinga Norte - Brasília (DF), bearer of CPF n and of Identity Card n , issued on , by the Secretariat for Public Security of the Federal District; Alternate: PEDRO PAULO BERNARDES LOBATO, Brazilian, married, lawyer, resident and domiciled at SHIGS 714, bloco W, ap. 205, Asa Sul - Brasilia (DF), bearer of CPF nº and of Identity Card nº , issued on by the Secretariat for Public Security of the Federal District; Incumbent: BRUNO WALTER COELHO SARAIVA, Brazilian, married, economist, resident and domiciled at SHIN QL 02, conjunto 11, casa 18, Lago Norte - Brasília (DF), bearer of CPF n and of Identity Card n , issued on , by the Secretariat for Public Security of the Federal District; Alternate: MARCOS MACHADO GUIMARÃES, Brazilian, single, economist, resident and domiciled at SQSW 306, bloco A, ap. 605, Setor Sudoeste - Brasília (DF), bearer of CPF n and of Identity Card n , issued on , by the Secretariat for Public Security of the Federal District. Representatives indicated by the minority shareholders: Incumbent: EDUARDO GRANDE BITTENCOURT, Brazilian, married, accountant, resident and domiciled at Rua Otávio Dutra, n. 164, ap. 1304, Santa Tereza - Porto Alegre (RS), bearer of CPF n and of Identity Card n , issued on , by the Secretariat for Public Security of Rio Grande do Sul; Alternate: EGON HANDEL, Brazilian, divorced, accountant, resident and domiciled at Travessa Saúde, n. 65, ap. 1002, Bairro Auxiliadora - Porto Alegre (RS), bearer of CPF n and of Identity Card n , issued on , by the Secretariat for Public Security of Rio Grande do Sul; Incumbent: EUSTÁQUIO WAGNER GUIMARÃES GOMES, Brazilian, married, manager, resident and domiciled at Rua Bernardo Guimarães, 749, ap. 402, Bairro Funcionários - Belo Horizonte (MG), bearer of CPF n and of Identity Card n. 4332, issued on , pelo Conselho Regional de Administração de Minas Gerais; Alternate: ALFREDO LUIZ BUSO, Brazilian, married, economist, resident and domiciled at rua Amália de Noronha, 109, Pinheiros - São Paulo (SP), bearer of CPF n and of

5 Identity Card n , issued on , by the Regional Council of Economy of the State of São Paulo; e) to set, by a majority of votes, with the abstention of the interested parties, the monthly fees of the members of the Board of Directors and of the incumbents of the Board of Auditors at one tenth of what, on a monthly average, the members of the Executive Board receive, excluding the benefits referring to: remunerated annual leave, conversion of remunerated annual leave, annual leave and remunerated absence, heath plan (CASSI), private pension plan (PREVI), meal allowance, food basket, participation in profits, group life insurance, housing allowance and compensatory remuneration (quarantine); f) to set, by a majority of votes, with the legal abstentions, the overall remuneration to be paid to BB s management at R$ 17,980, (00 (seventeen million, nine hundred and eighty thousand reais), for the period comprising May/2006 to April/2007, included therein: monthly fees, Christmas bonus (13 th salary), remunerated annual leave, conversion of remunerated annual leave, annual leave and remunerated absence, health plan (CASSI), private pension plan (PREVI), meal allowance, food basket, participation in the profits, group life insurance, housing allowance, in the terms of Decree nº 3255, of , as well as compensatory remuneration (quarantine), in accordance with the Bank s Bylaws; the fees should be maintained at the same nominal values practiced in the month immediately prior to the OGM/2006, and the same readjustments that may possibly be granted to the Bank s employees on the occasion of the formalization of the Collective Labor Agreement at its respective 2006 base date may be passed on to them; g) to approve, unanimously, the delegation of competence to the Board of Directors to carry out the distribution of the amounts intended for the payment of the remuneration of the Executive Board, observing the overall amount and after deducting the amount intended for the Board of Directors. EXTRAORDINARY GENERAL MEETING h) to approve, by a majority of votes, the proposal to capitalize the portion of R$ 806,398,215.95, relating to the amount of the capital budget already carried out, recorded in Expansion Reserves, and R$ 4,777,816.59, recorded in Capital Reserve, without the issue of new shares; i) to approve, unanimously, the alteration to article 7, to readjust the capital stock, due to capitalization of the Expansion Reserve balance portion and the value recorded in Capital Reserves, without the issue of new shares: "Article 7 - The Capital Stock is R$ 11,608,512, (eleven billion, six hundred and eight million, five hundred and twelve thousand, eight hundred and thirteen reais and thirty seven cents), divided into 810,617,415 (eight hundred and tem million, six hundred and seventeen thousand four hundred and fifteen) ordinary dematerialized shares without a nominal value." j) to approve, unanimously, the alteration to articles 14 and 18, aiming to align the Bank procedures to the best practices of Corporate Governance: "Art. 14. To the Administration members is sealed to intervene in the study, concession, control or liquidation of any operation in that, straight or indirectly, are interested societies that hold the control or participation over 10% (ten percent) of the capital stock. Such

6 impediment applies, when the members occupy, or have occupied management charge in companies, in immediately previous period to the investiture in the Bank." "Art. 18. The Board of Directors will be composed by stock holders, chosen by the General Meeting, and will have seven members, with unified mandate of a year, among a President and a Vice President, permitted the re-election to the limit of 8 consecutive years. The counselor will be able to return after a year. The term of management will be extended up to investiture of new members." k) to approve, unanimously, the proposal of creation of mortgage credit portfolio for the Multiple Bank.