EXPENDITURE 2, Fixed Investments , Fixed Investments SOURCES OF FUNDS Retained Earnings 600

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1 Minutes of OSM/ESM On April twenty six of two thousand and five, 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 20 (twenty) shareholders, in person or by delegation, the owners of 697,961,754 (six hundred and ninety seven million, nine hundred and sixty one thousand, seven hundred and fifty four) ordinary shares, representing 86.1% 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, Mr. Rossano Maranhão Pinto, when installing the Meetings, invited, to complete the table, Mrs. Kátia Aparecida Zanetti de Lima, a representative of the Union, the majority shareholder, as well as Mr. Marcus Pereira Aucélio, representing the Fiscal Council. He also invited the Legal Director, Miguel Oscar Viana Peixoto, and shareholder Maurício Doff 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 2005 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$ 2,494 million, to carry out the Bank s Investment Plan, comprising expenditure in fixed investments for financial years 2005 and 2006, in order to justify the retention of earnings, in the manner proposed by Management and provided for in article 196 of Law 6404, of , as shown below: R$ million EXPENDITURE 2, Fixed Investments , Fixed Investments SOURCES OF FUNDS Retained Earnings Retained Earnings Other Sources 66

2 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 Fiscal Council and of the Independent Auditors, the Report of the Audit Committee, and the manifestation of the Board of Directors, referring to financial year 2004, all published on , in the Official Gazette of the Union and in newspapers of Brasilia (DF) and of other capitals; c) to approve, unanimously, the proposal relating to the destination of the net income of the financial year, referring to 2004, in the amount of R$ 3,024,006, (three billion, twenty four million, six thousand, two hundred and thirty eight reais and seventy centavos), in the following way: in R$ 1. Net Income 3,024,006, Accumulated Earnings/(Losses) 278, Profit to be Applied 3,024,285, Applications: Legal Reserve 151,200, Statutory Reserves 90,720, Interest on Capital 954,268, Expansion Reserve 1,828,095, 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 Fiscal Council, next, to fulfill the 2005/2006 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 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:

3 BOARD OF DIRECTORS /2006 Mandate President: 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: 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: MARCUS PEREIRA AUCÉLIO, Brazilian, married, engineer, resident and domiciled at Rua 20 Sul, bloco A, ap. 903, Águas Claras - Brasilia (DF), bearer of CPF nº and Identity Card nº , issued on , by the Secretariat for Public Security of the Federal District; Representatives of the Union, indicated by the Minister of State for Finance: Incumbent: RODRIGO PIRAJÁ WIENSKOSKI, Brazilian, married, National Finance Attorney, resident and domiciled at SQSW 301, bloco B, ap. 306, Sudoeste - Brasilia (DF), bearer of CPF nº and of Identity Card n , issued on by the Félix Pacheco Institute/RJ; 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: ALON FEUERWERKER, Brazilian, married, public servant, resident and domiciled at Rua Arminda, 80, ap. 123, Vila Olímpia - São Paulo (SP), bearer of CPF nº and of Identity Card nº , issued on by the Secretariat of Public Security of the State of São Paulo; Alternate: AMAURY PATRICK GREMAUD, Brazilian, married, economist, resident at Rua Cancioneiro Popular, 480, ap. 42, Ed. Orquídea, Bairro Santo Amaro - São Paulo (SP) and domiciled at SCES, Trecho 04, conjunto 05, lote 1-B, ap. 623, Academia de Tênis - Brasilia (DF), bearer of CPF nº and of Identity Card nº , issued on by the Secretariat for Public Security of the State of São Paulo; Representatives indicated by the minority shareholders: Incumbent: ARTEMIO BERTHOLINI, Brazilian, married, accountant, resident at Rua Oswaldo Cruz Maduro, 130, Loteamento Portal das Rosas - Limeira (SP) and domiciled at Rua Sergipe, 627, ap. 64, Higienópolis - São Paulo (SP), bearer of CPF n.º and of Identity Card n X, issued on by the Secretariat for Public Security of the State of São Paulo; Alternate: ERNESTO RUBENS GELBCKE, Brazilian, married, accountant, resident and domiciled at Rua Professor Francisco Maffei, 299, Interlagos - São Paulo (SP), bearer of CPF n.º and of Identity Card nº , issued on by the Secretariat for Public Security of the State of São Paulo; Incumbent: VICENTE DE PAULO BARROS PEGORARO, Brazilian, married, lawyer, resident and

5 domiciled at SQN 215, bloco J, ap. 206, Asa Norte - Brasilia (DF), bearer of CPF nº and of Identity Card nº , issued on by the Secretariat for Public Security of the Federal District; Alternate: HENRIQUE JAGER, Brazilian, married, economist, resident and domiciled at Rua Marquês do Panamá, , Centro - Niterói (RJ), bearer of CPF n.º and of Identity Card nº 17295, issued on by the Regional Council of Economy of the State of Rio de Janeiro; 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 Fiscal Council 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$ 15,880, (fifteen million, eight hundred and eighty thousand reais), for the period comprising May/2005 to April/2006, 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/2005, 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 2005 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, without the issue of new shares, the portion of R$ 933,183, (nine hundred and thirty three million, one hundred and eighty three thousand, three hundred and eighty five reais and sixty six centavos), relating to the amount of the capital budget already carried out, recorded in Expansion Reserves; i) to approve, by a majority of votes, the alteration to article 7 and of paragraphs 4 and 5 of article 34 of the Bylaws, in accordance with the proposal of Management, as follows: "Article 7 The Capital Stock is R$ 10,797,336, (ten billion, seven hundred and ninety seven million, three hundred and thirty six thousand, seven hundred and eighty Brazilian reais

6 and eighty three centavos), divided into 810,617,415 (eight hundred and ten million, six hundred and seventeen thousand, four hundred and fifteen) ordinary dematerialized shares without a nominal value." "Article 34 (...) Paragraph 1 (...) Paragraph 2 (...) Paragraph 3 (...) Paragraph 4 The members of the Fiscal Council will be invested in their positions, independently of their signing the terms of taking office, as from their respective election; Paragraph 5 The members of the Fiscal Council must, before the first meeting of the Fiscal Council that occurs after their respective election, sign the Fiscal Council Members Term of Acquiescence with BOVESPA s (São Paulo Stock Exchange) New Market Listing Regulation." j) to approve, by a majority of votes, the alteration to article 54 of the Bylaws, in accordance with the vote of the Union, as follows: "Article 54 The measures provided for in article 41 of these Bylaws will be implemented after a definition of the timescale by the Board of Directors." We record that shareholders Bell Atlantic Master Pension Trust, Philips Electronics North America Corporation Master Retirement Trust, T. Rowe Price Latin America Fund, State of Connecticut Retirement Plans and Trust Funds, Gard P&I (Bermuda) LTD., Microsoft Global Finance Limited, Fidelity Funds - Latin America Fund, Alliance Collective Investment Trust Series, Fidelity Investment Trust Latin America Fund, Commonfund Emerging Markets Investors Company, Fidelity Latin American Fund e Fidelity Advisor Series VIII: Latin America Fund presented a written declaration of their votes to the table running the meeting. As there was nothing else to be dealt with, the President of the Meetings thanked the shareholders for their presence and declared closed the work of the Ordinary General Meeting and Extraordinary General Meeting of Banco do Brasil S.A., of which I, (Maurício Doff Sotta), Second Secretary, had these minutes drawn up in summary form, as determined by paragraph 6 of article 9 of the Bylaws, which, having been read and found to be in agreement, are duly signed. Miguel Oscar Viana Peixoto First Secretary SIGHTED: Áurea Farias Martins OAB DF 9.100

7 CPF-MF Rossano Maranhão Pinto President Kátia Aparecida Zanetti de Lima Representative of the Union