ITAÚSA - INVESTIMENTOS ITAÚ S.A. CNPJ / A Publicly Listed Company NIRE

Transcription

1 ITAÚSA - INVESTIMENTOS ITAÚ S.A. CNPJ / A Publicly Listed Company NIRE SUMMARIZED MINUTES OF THE ORDINARY AND EXTRAORDINARY MEETING HELD ON APRIL 30, 2015 DATE, TIME AND PLACE: On April 30, 2015 at 3.00 p.m. at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, 9 th floor in the city and state of São Paulo. CHAIR (by acclamation of the present): Luciano da Silva Amaro President and Carlos Roberto Zanelato Secretary. QUORUM: shareholders representing more than two thirds of the voting stock. LEGAL PRESENCE: the management of the Company and the representatives of the Fiscal Council and of PricewaterhouseCoopers Auditores Independentes. CONVENING NOTICE: published in the editions of April 2, 3 and 7, 2015, of the newspapers O Estado de S. Paulo (pages B3, B1 and B5) and the Diário Oficial do Estado de São Paulo (pages 25, 17 and 53). NOTICE TO STOCKHOLDERS: publication waived pursuant to paragraph 5, Article 133 of Law 6.404/76. RESOLUTIONS ADOPTED: Agenda of the ordinary meeting 1. After taking cognizance of the Management and the Independent Auditor s reports as well as the Opinion of the Fiscal Council and considering the abstention of those legally prevented from voting, the stockholders approved the Management Accounts and Financial Statements for the fiscal year ending December 31, 2014 and the waiving of their reading. The said documents were published on March 19, 2015 in the newspapers, Diário Oficial do Estado de São Paulo (pages 22 to 35) and O Estado de S. Paulo (pages B15 to B21). 2. Approved the allocation of the net income for fiscal year 2014 in the amount of R$ 7,911,472,313.06, as follows: (a) R$ 395,573, to the Legal Reserve; (b) R$ 4,970,463, to the Statutory Reserves, being R$ 2,485,231, to the Dividends Equalization Reserve, R$ 994,092, to the Working Capital Increase Reserve and R$ 1,491,138, for the Reserve for the Increase in Capital of Investees; and (c) R$ 2,545,435, as distributed profits to stockholders being (i) R$ 1,986,666, (net of R$ 1,879,017,866.98) with respect to the payment of dividends and interest on capital incorporated in the amount of the minimum mandatory dividend for the fiscal year 2014; and (ii) R$ 558,768, as additional to the value of the minimum mandatory dividend for the fiscal year Ratified the resolutions of the Board of Directors with respect to the aforesaid anticipated distribution of dividends and interest on capital which have already been paid out to the stockholders. 3. Recorded that adoption of the multiple voting process was not requested for the election of the members of the Board of Directors. 4. Approved that the Board of Directors for the next annual term of office with duration until the investiture of those members elected at the Annual General Meeting for 2016 shall be made up of: (i) 6 (six) effective members, being elected by nomination of the controlling stockholders: ALFREDO EGYDIO ARRUDA VILLELA FILHO, Brazilian, married, engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Sansão Alves dos

2 fls.2 Santos, 102, 5 th floor; ALFREDO EGYDIO SETUBAL, Brazilian, married, business administrator, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number ; HENRI PENCHAS, Brazilian, married, engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number ; PAULO SETUBAL NETO, Brazilian, married, engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , and RODOLFO VILLELA MARINO, Brazilian, married, business administrator, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , all domiciled in the city and state of São Paulo at Av. Paulista, 1938, 5 th floor; and, by nomination of the minority stockholders (by nomination of the stockholder, Fundação Petrobrás de Seguridade Social Petros): LÍCIO DA COSTA RAIMUNDO, Brazilian, married, economist, bearer of ID (RG-SSP/SP) under , enrolled in the tax register (CPF) under number , domiciled in the city and state of Rio de Janeiro at Rua do Ouvidor, 98, 9 th floor, and considered as an independent member; (ii) 2 (two) alternate members, being elected by nomination of the controlling stockholders: RICARDO EGYDIO SETUBAL, Brazilian, married, lawyer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Av. Paulista, 1938, 5 th floor and RICARDO VILLELA MARINO, Brazilian, married, engineer, bearer of (ID RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Av. Brigadeiro Faria Lima, 3500, 29 th floor. 5. Registered compliance by the Directors with prior conditions for eligibility pursuant to articles 146 and 147, Law 6.404/76 and prevailing regulations, especially Article 3 of Instruction 367/02 of the Brazilian Securities and Exchange Commission. 6. Recorded a vote of thanks to Dr. Carlos da Camara Pestana, for his commitment, intense dedication and valuable contribution to Itaúsa Conglomerate for over nearly 40 years. In this Meeting, he is not being reappointed as Company s Chairman of the Board of Directors. 7. Recorded that the Director José Sérgio Gabrielli de Azevedo are not being reappointed to his position. 8. Approved the election of the following to make up the Company s Fiscal Council to be installed on a non-permanent basis, with an annual term of office with duration until the Annual General Meeting of 2016: (i) by the preferred stockholders (by nomination of the stockholder Caixa de Previdência dos Funcionários do Banco do Brasil PREVI): as effective member JOSÉ CARLOS DE BRITO E CUNHA, Brazilian, married, accountant, bearer of ID (RG-IFP/RJ) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of Rio de Janeiro at Rua Professor Manuel Ferreira, 115, apto. 504 and, as alternate, AUGUSTO CARNEIRO DE OLIVEIRA FILHO, Brazilian, married, lawyer, bearer of ID (OAB/RJ) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of Rio de Janeiro at Rua Visconde de Albuquerque, 517, apto. 804; (ii) by the minority stockholders (by nomination of Fundação Petrobrás de Seguridade Social Petros): as effective member ALEXANDRE BARENCO RIBEIRO, Brazilian, married, lawyer, bearer of ID (OAB/RJ) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of Rio de Janeiro at Rua do Ouvidor, 98, 5 th floor and, as alternate, PEDRO AMÉRICO HERBST, Brazilian, married, economist, bearer of ID (CORECON/RJ) number , enrolled in the tax register (CPF) under

3 fls.3 number , domiciled in the city and state of Rio de Janeiro at Rua do Ouvidor, 98, 8 th floor; and (iii) by the controlling stockholders: as effective members FLAVIO CÉSAR MAIA LUZ, Brazilian, married, civil engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) , domiciled in the city and state of São Paulo at Av. Brigadeiro Faria Lima, 3729, 5 th floor; PAULO RICARDO MORAES AMARAL, Brazilian, legally separated, engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo (SP) at Rua Pamplona, 1465, suite 121, and TEREZA CRISTINA GROSSI TOGNI, Brazilian, divorced, bachelor s degree in company administration and in accounting sciences, bearer of ID (RG-SSP/MG) number M , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Av. Paulista, 1938, 19 th floor and, as respective alternates, FELÍCIO CINTRA DO PRADO JÚNIOR, Brazilian, married, production engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Deputado Lacerda Franco, 300, 18 th floor, suite 181; JOÃO COSTA, Brazilian, married, economist, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Dr. Abílio Martins de Castro, 75 and JOSÉ ROBERTO BRANT DE CARVALHO, Brazilian, married, retired bank officer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Conselheiro Torres Homem, Registered compliance by the Fiscal Councilors with prior conditions for eligibility pursuant to Article 162 of Law 6.404/ Remuneration: (i) fixed the aggregate and annual amount allocated for the compensation of the member of the Board of Directors and Board of Executive Officers of up to R$ 20,000,000.00, which also encompasses the advantages or benefits of any nature that may eventually be granted, readjusted according to the compensation policy adopted by the Company and which shall be apportioned in the manner to be decided by the Board of Directors; (ii) established the individual monthly compensation of the Fiscal Councilors, being R$ 15, for the effective members and R$ 6, for the alternates. Agenda of the extraordinary meeting Pursuant to the Board of Directors proposals of March 31, 2015, with manifestation of the Fiscal Council, the following matters were approved: 1. CANCELLATION OF TREASURY STOCK: cancelled 10,547,800 own book entry shares held as treasury stock, being 8,227,800 common and 2,320,000 preferred shares, acquired by the company through share buyback programs authorized by the Board of Directors pursuant to CVM Instructions 10/80, 268/97 and 390/03, with no reduction in capital stock, through the absorption of R$ 96,482, booked to Revenue Reserves Reserve for Working Capital Increase profits recorded in Increase in Capital Stock with a Bonus of 10% in Shares: the subscribed and paid in capital stock was increased from R$ 27,325,000, to R$ 32,325,000,000.00, through: a) Capitalization of Reserves: R$ 4,499,999, registered in the balance sheet of December 31, 2014 in the following statutory reserves: Legal Reserve (profits of 2011 and 2012)...,,,,,,,R$ 468,790, Res. Increase in Working Capital (profits from 2011 and 2012 and part of 2013).. R$ 1,316,652, Res. for Increase in Capital of Investees (profits of 2010 to 2013)... R$ 3,214,556,348.99

4 fls.4 b) Bonus of 10% in shares: in the light of the capitalization of reserves, 614,436,230 new shares shall be issued, with no par value, being 236,140,646 common and 378,295,584 preferred shares which shall be granted to the Stockholders in the form of a bonus in the proportion of 1 (one) new share for every 10 (ten) shares of the same type held on the date of record, with the following parameters: (i) Record date: Stockholders with shares in the final share position on May 4, 2015 shall have the right to the share bonus; the shares subscribed to the increase of the capital stock as decided by the Board of Directors on February 9, 2015 and ratified on April 27, 2015 shall also be entitled to this bonus in shares; (ii) Negotiation: the current shares shall continue to be traded with bonus rights until May 4, 2015; as from May 5, 2015, the shares shall then be traded ex-bonus rights; the shares received as a bonus shall be included in the stockholders share position on May 8, 2015; (iii) Rights of the Bonus Shares: the bonus shares received shall have full rights to dividends and/or interest on capital that maybe declared as from May 4, Given that the quarterly dividends shall be maintained at R$ per share, the amounts paid out to Stockholders on a quarterly basis shall be increased by 10% following the inclusion of the new shares in the Stockholders positions; (iv) Share Fractions: the bonus shall always be effected in whole numbers; Stockholders wishing to transfer share fractions arising from the bonus, may do so between May 11, 2015 and June 9, 2015, pursuant to the provision in paragraph 3, Article 169 of Law 6.404/76; this period elapsing, any remaining amounts from these fractions shall be separated, grouped into whole numbers and sold on the BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange and the product of the sale made available to Stockholders entitled to these fractions on a date to be notified in due course; and (v) Cost of Acquisition of the Bonus Shares: the cost attributed to the bonus shares is R$ per share irrespective of type, for the purposes of the provision in paragraph 1 of Article 47 of Internal Revenue Service Normative Instruction of April 5, Increase in the Limit of Authorized Capital: increased the limit of authorized capital in the same proportion as the bonus in shares pursuant to the preceding item, increasing it from 8,250,000,000 to 9,075,000,000 in book entry shares with no par value, being up to 3,025,000,000 in common shares and up to 6,050,000,000 in preferred shares. 4. Amendment and Consolidation of the Corporate Bylaws: a) approved the amendment of Article 3 ( caption sentence and 3.1) of the Corporate Bylaws in order to register: (i) in caption sentence of Article 3, to register the new composition of the capital stock due to: (i.1) the cancellation of the existing shares held as treasury stock and the capitalization of revenue reserves with share bonus mentioned above; and (i.2) the increase in capital stock made by means of private subscriptions of shares, propose and ratified by Board of Directors on February 9, 2015 and April 27, 2015; and (ii) in sub-item 3.1, to register the new limit of the authorized capital, the said provisions to carry the following wording: Article 3 CAPITAL AND SHARES The subscribed and paid-in capital stock amounts to R$ 32,325,000, (thirty-two billion, three hundred twenty-five million

5 reais), represented by 6,758,798,536 (six billion, seven hundred and fifty-eight million, seven hundred and ninety-eight thousand, five hundred and thirty-six) book-entry shares with no par value, of which 2,597,547,108 (two billion, five hundred and ninetyseven million, five hundred and forty-seven thousand, one hundred and eight) are common shares and 4,161,251,428 (four billion, one hundred and sixty-one million, two hundred and fifty-one thousand, four hundred and twenty-eight) are preferred shares, the latter with no voting rights but with the following advantages: I - priority in the receipt of a noncumulative minimum annual dividend of R$ 0.01 per share; II - the right of inclusion in any public share offering in the event of the sale of a controlling stake at a price equal to 80% (eighty percent) of the value paid for each voting share pertaining to the controlling shareholders, the aforementioned preferred shares being assured the right to a dividend at least equal to the common shares Authorized Capital At the discretion of the Board of Directors, the company is authorized to increase its capital stock up to working capital reinforcement or/ and investments in affiliated companies, or new ventures in Brazil or abroad, to the limit of 9,075,000,000 (nine billion, seventy-five million) shares, of which 3,025,000,000 (three billion and twenty-five million) common shares and 6,050,000,000 (six billion and fifty million) preferred shares. The issuance of shares for sale on a stock exchange, by a public subscription or exchange for our stock in a public offering for the acquisition of control, may be made without considering the preemptive rights of former stockholders (Article 172 of Law no 6,404/76). b) also approved, the consolidation of the Corporate Bylaws to reflect the foregoing amendments pursuant to the wording of the attachment to these minutes. fls.5 DRAFTING AND PUBLICATION OF THE MINUTES: minutes drafted in summarized from and their publication authorized omitting the signatures of the stockholders present pursuant to Article 130 of Law 6.404/76. QUORUM FOR THE RESOLUTIONS: the proposals were approved without qualification and unanimously with the exception of matters pertaining to the election of the members of the Board of Directors and the Fiscal Council and to management compensation, which were approved by a majority of the votes. FILED DOCUMENTS: filed at the registered offices of the Company and certified by the Chair of the Meeting: the proposals of the Board of Directors, the opinions of the Fiscal Council, the management Reports and the Independent Auditors and the Account Statements for December 31, CONCLUSION: with no further items on the agenda for discussion and no further issues being raised, the work of the meeting was concluded these minutes having been drafted were read, approved and signed by all. São Paulo (SP), April 30, (signed) Luciano da Silva Amaro President; Carlos Roberto Zanelato Secretary; Stockholders... HENRI PENCHAS Investor Relations Officer