Minutes of OSM/ ESM. Rule 12g3-2(b) Exemption #

Transcription

1 Minutes of OSM/ ESM Rule 12g3-2(b) Exemption # On April 17th, 2008, at 3 p.m., the Ordinary and Extraordinary Shareholders Meetings of Banco do Brasil S.A. (CNPJ: / ; NIRE: ) an open capital company were held after a first summons, at the Bank s own registered office, in Brasilia (DF), attended by 161 (one hundred and sixty one) shareholders, in person or by delegation, owners of 2,035,682,293 (two billion, thirty five million, six hundred and eighty two thousand and two hundred and ninety three) ordinary shares, representing 80.10% of the total of 2,542,181,530 (two billion, five hundred and forty two million, one hundred and eighty one thousand and five hundred and thirty) ordinary shares, who signed the Book of Presence, the legal prescriptions having been observed. Mr. Antonio Francisco de Lima Neto, when installing the Meetings, invited, to complete the table, Mrs. Kátia Aparecida Zanetti de Lima, a representative of the government, the majority shareholder, as well as Mr. Eustáquio Wagner Guimarães Gomes, representing the Board of Auditors. He also invited the shareholders Joaquim Portes de Cerqueira César e Antonio Rugero Guibo to act as First and Second Secretaries, respectively. The matters presented to the Meetings were those recorded in the Call Notice, published on March 17th, 18th and 19th of 2008 in the Official Daily Government Newspaper 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 SHAREHOLDERS MEETING a) to approve, by majority of votes, with the legal abstention, the Financial Statements, along with the Management Report, with opinions of the Board of Directors, Board of Auditors, and the report of the Audit Committee relating to the fiscal year of 2007, all of them published on , in the Official Daily Government Newspaper and in the newspapers Gazeta Mercantil, Correio Braziliense, Jornal do Commércio and Valor Econômico, observing the paragraph of emphasis of the Independent Auditors and the recommendation of the paragraph 4th of the Opinion number 542, de , National Treasury Secretary, as follows: It is observed that in the Explanatory Notes 16.h and 29.i, the BB considers as owned by the National Treasury, the 60,000,000 shares already transferred to the Fundo Garantidor de Parcerias Público-Privadas - FGP. Otherwise, as mentioned in the paragraph 1 of article 16 of the law 11,079/2004, the fund has a private nature and equity settled apart from the equity of its shareholders. Thus, should be informed, separately, the amount of shares owned by the Fund. b) to approve, unanimously, the destination of the net income of the year 2007, in the total

2 amount of R$ 5,058,119, (five billion, fifty-eight million, hundred and nineteen thousand, hundred and thirty-nine reais and eighty-five cents), as follows, observed the recommendation of the Department of Coordination and Control of the State Owned Companies, regarding the payment of Profit Sharing to the employees, must be strictly observed the terms and conditions from the Program of Corporate Aims, included in the Letter 374/2007/MP/SE/DEST, from , and clarified that the interest on own capital paid by the Bank are totally included in the amount of dividends, in the terms of paragraph 7 of article 9 from the law 9,249, from (Ammounts in R$) Net Income 5,058,119, Accumulated Earnings/ (Losses) 1,205, Profit to be Applied 5,059,324, Applications 5,059,324, a) Legal Reserve 252,905, b) Statutory Reserve 3,237,859, I) Statutory Reserve to Operational Margin 1.618,929, II) Statutory Reserve to Equalization of Dividends 1,618,929, c) Shareholders Remuneration 1,568,558, I) Interest on Own Capital 1,338,051, II) Dividends 230,507, c) to elect, by a majority of votes, the members of the Board of Auditors, to fulfill the 2008/2009 mandate, having clarified that those elected meet the requirements to be found in the Bylaws and the legislation in force. BOARD OF AUDITORS - Mandate 2008/2009 Representatives of the National Treasury, indicated by the Minister of State for Finance: Incumbent: OTAVIO LADEIRA DE MEDEIROS, Brazilian, divorced, economist, resident and domiciled at SQS 315, bloco E, ap. 401, Asa Sul - Brasilia (DF), bearer of CPF and of Identity Card , 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).

3 Representatives of the Union, indicated by the Minister of State for Finance: Incumbent: AGOSTINHO DO NASCIMENTO NETTO, Brazilian, married, Attorney of Finance Ministry, resident and domiciled at Rua Ministro Otávio Kelly, 221/901, Jardim Icaraí, Niterói (RJ), bearer of CPF nº and of Identity Card nº B, issued on , by the Brazilian Bar Association RJ; Alternate: CARLOS DE ARAÚJO MOREIRA, Brazilian, single, Attorney of Finance Ministry, resident and domiciled at SQS 307, bloco D, ap. 505, Asa Sul - Brasília (DF), bearer of CPF nº and Indentity Card nº 75413, issued on by the Brazilian Bar Association - MG; Incumbent: 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. Alternate: CARLA GOES COELHO DE SOUZA, Brazilian, single, industrial designer, resident and domiciled at CLN 311, bloco C, ap. 214, Asa Norte - Brasília (DF), bearer of CPF nº and of Identity Card n , issued on , by the Félix Pacheco Institute - IFP (RJ); Representatives indicated by the minority shareholders: Incumbent: LUIZ GUILHERME TINOCO ABOIM DA COSTA, Brazilian, married, economist, resident and domiciled at Rua São Clemente, nº , Botafogo - Rio de Janeiro (RJ), bearer of CPF nº and of Identity Card nº 18565, issued on by the Economy Regional Counsel of Rio de Janeiro; Alternate: LUIZ ALBERTO PEREIRA DE MATTOS, Brazilian, married, economist, resident and domiciled at Rua Oswaldo Cruz, nº 20, ap. 701, Flamengo - Rio de Janeiro (RJ), bearer of CPF and Identity Card , issued on by the Institute Félix Pacheco - IFP (RJ); 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, single, economist, resident and domiciled at rua Amália de Noronha, 109, Pinheiros - São Paulo (SP), bearer of CPF n and of Identity Card n , issued on , by the Regional Council of Economy of the State of São Paulo; d) to set, by unanimity of votes, with abstention of the involved parts, the overall monthly amount of the Board of Auditors members remuneration at the tenth part of the monthly average of the Board of Officers, excluding the following benefits: profit sharing, CASSI, PREVI,

4 group and personal accidents life insurance, quarantine, executive health valuation, home assistance and advantages in changing home town; e) by unanimity of votes, with abstention of the involved parts, fixing in R$ 23,996, (twenty three million, nine hundred and ninety-six thousand and eight hundred reais), the global remuneration to be paid to Banco do Brasil S.A. Board of Officers, in the period between April 2008 and March 2009, including: monthly salary, CASSI, PREVI, profit sharing, group and personal accidents life insurance, quarantine, executive health valuation, home assistance in the terms of Decree 3,255 from and advantages in changing home town; f) by unanimity of votes, the delegation to the Board of Directors the competence to make the individual distribution of the amounts applied to the payment of the members of the Board of Officers, observing the global amount and deducting the amount applied to the Board of Directors; and g) by unanimity of votes, to set the overall monthly amount of the Board of Directors members at the tenth part of the monthly average of the Board of Officers, excluding the amounts related to: profit sharing, CASSI, PREVI, group and personal accidents life insurance, quarantine, executive health valuation, home assistance and advantages in change the home town. EXTRAORDINARY SHAREHOLDERS MEETING h) to approve, unanimously, the change of the text and the item III of article 23 of the Banco do Brasil s Bylaws, increasing from 26 to 27 the number of Executive Officers, as follows: Art. 23 The Executive Board shall be responsible for the Bank s management and shall be comprised of ten to thirty-seven members, as follows: I (...) II (...) II (...) up to twenty-seven Executive Officers elected as provided in item VI of article 21 of these bylaws. It is registered that the shareholders ISHARES MSCI BRAZIL (FREE) INDEX FUND, BARCLAYS GLOBAL INVESTORS, N.A., EMERGING MARKETS SUDAN FREE EQUITY INDEX FUND and ISHARES MSCI BRIC INDEX FUND abstained themselves to vote in the matter of the item a if the Ordinary Shareholders Metting. And there being nothing else to be deal with, Mr. President thanked the Shareholders for their presence and declared the work of the Extraordinary Shareholders Meeting of Banco do Brasil S.A. concluded, for which l (signed) Antonio Rugero Guibo, Second Secretary, had these minutes drawn up in summary form, as determined by paragraph 6 of article 9 of the Bylaws, which have read and found in accordance, are duly signed. Signed : Joaquim Portes de Cerqueira César, first secretary; Antonio Francisco de Lima Neto,

5 President and Kátia Aparecida Zanetti de Lima, Government Representative. Signed: Áurea Farias Martins, OAB DF 9.100, CPF-MF THIS DOCUMENT IS A TRUE COPY TRANSCRIBED FROM THE APPROPRIATE BOOK