BANCO SOFISA S.A. Publicly-Held Company

Transcription

1 BANCO SOFISA S.A. Publicly-Held Company Federal Corporate Taxpayer Registry ( CNPJ/MF ) no.: / Company Identification Registry ( NIRE ) no.: Minutes of General Annual and Extraordinary Shareholder Meeting held on April 30th, Date, Time and Place: On April 30 th, 2009, at 10:00 am, at headquarters of Banco Sofisa S/A ( Company ), located at Alameda Santos, 1.496, Bairro Cerqueira César, CEP , city of São Paulo, state of São Paulo. Attendance: Shareholders representing 91.64% of the Company s voting capital stock, 75.82% of the Company s total capital stock and other shareholders as verified by their signatures contained in the shareholder attendance roster, which shall be incorporated to these minutes as an exhibit. Also present was Auditor David Elias Fernandes Marinho, enrolled with the Regional Accountant Council ( CRC ) under no. 1 SP /P-8, representative of Terco Grant Thornton Auditores Independentes, enrolled with the CRC under no. 2 SP /O-8. The presence of the members of the Audit Committee was dispensed. Convocation: The Convocation Notice was published in Jornal Gazeta Mercantil on April 14 th, 15 th and 16 th, 2009 and in the State of São Paulo Official Gazette on April 14 th, 15 th and 16 th, Presiding Members: Meeting Chairman: Mr. Alexandre Burmaian, Chairman of the Board of Directors. Meeting Secretary: Mr. André Jafferian Neto. Agenda: 1- Annual General Shareholders Meeting: (a) To settle accounts of managers, examine, discuss and vote on the financial statements, in respect to the fiscal year ending on 12/31/2008; (b) Allocation of not earnings from the fiscal year and distribution of dividends; (c) Extension of the period of operation of the non-permanent Audit Committee; (d) Election of the sitting and substitute members of the Audit Committee and setting of fees thereof; (e) Establishment of the annual amount of remuneration for the Board of Directors and Executive Officers; (f) Notice to shareholders in respect to change of business journal for publications. 1

2 2- Extra-Ordinary General Shareholder Meeting: (a) Ratification of payment of interest on invested capital to be imputed to mandatory minimum dividends for fiscal year 2008; (b) Cancellation of 2,800,000 preferred nominative treasury shares without reduction of capital stock; (c) Amendment of Article 5 of Corporate Bylaws as a result of cancellation of the shares. Upon commencement of the work, the Meeting Chairman clarified that the Minutes of the Meetings would be drawn up in the form of a summary of the facts as occurred, containing only a transcription of the resolution decided upon, as permitted by article 130, 1 of Law 6,404/76. Resolutions: The shareholders resolved unanimously as follows: In General Annual Shareholder Meeting: (a) Approved the Management Report and the Financial Statements of the Company in respect to the fiscal year ending on 12/31/2008, duly audited by Terco Grant Thornton Auditores Independentes CRC 2 SP /O-8 and published in the State of São Paulo Official Gazette of 03/03/2009 and in Jornal Gazeta Mercantil of 03/02/2009. (b) Approved allocation of net earnings from fiscal year ending on 12/31/2008, in the total amount of R$ 92,200, (ninety-two million, two hundred thousand, nine hundred and thirteen reais and eighty-two centavos) as follows: (i) Legal Reserve: R$ 3,910, (three million, nine hundred and ten thousand, forty-five reais and sixty-nine centavos; (ii) Expansion Reserve: R$ 70,442, (seventy million, four hundred and forty-two thousand, two hundred and one reais and seventy-eight centavos), of which R$ 23,151, (twenty-three million, one hundred and fifty-one thousand, three hundred and thirty-three reais and sixty-five centavos) referring to the Appraisal Surplus in the fiscal year; (iii) The minimum mandatory dividends referring to fiscal year 2008 shall be paid in the form of interest on invested capital ( IIC ). (c) Extended period of operation of the Audit Committee until holding of the next Annual General Shareholder Meeting. (d) The following members of the Audit Committee and their respective substitutes were reelected: (i) Mr. Antonio Luiz Teixeira de Barros Junior, Brazilian, married, businessman, resident and domiciled in the city of São Paulo, state of São Paulo, with business address at Rua Colibri, 40, bearer of 2

3 Identity Card, RG no SSP/SP, enrolled with the Federal Individual Taxpayer Registry ( CPF/MF ) under no , as a sitting member, with his substitute Mr. Roberto Valladares Hernandez, Brazilian citizen, married, economist, resident and domiciled in the city of São Paulo, state of São Paulo at Rua Indiana no. 437, 3 o. andar, apt.32 - Brooklin, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no ; (ii) Mr. Geraldo Lima Wandalsen, Brazilian citizen, married, economist, resident and domiciled in the city of São Paulo, state of São Paulo, with business address at Avenida Nove de Julho no o andar, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no , as sitting member, with his substitute Mr. Paulo Américo Conte Tavares, Brazilian citizen, married, economist, resident and domiciled in the city of São Paulo, state of São Paulo at Rua Barão de Bocaina nº. 102, apto. 91, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no ; New sitting members of the Audit Committee were elected by the preferred shareholders in a separate vote as provided in item a, 4, of article 61 of Law no. 6,404/76 of the Audit Committee: Mr. Alexsandro de Souza Popovic, Brazilian citizen, single, lawyer, resident and domiciled in the city of Taboão da Serra, state of São Paulo, at Rua Panamá, 50, Jardim América, bearer of Identity Card, RG no , SSP/SP, enrolled with the CPF/MF under no and respective substitute: Mr. Paulo José Bilezikjian, Brazilian citizen, married, economist, resident and domiciled in the city of São Paulo, state of São Paulo, with business address at Alameda Ministro Rocha Azevedo no. 456 cj. 1201, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no Therefore, the Audit Committee shall be comprised until the next Annual General Shareholder Meeting by the following members: (i) Mr. Antonio Luiz Teixeira de Barros Junior, Brazilian citizen, married, businessman, resident and domiciled in the city of São Paulo, state of São paulo, with business address at Rua Colibri, 40, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no , as sitting member, with his substitute Mr. Roberto Valladares Hernandez, Brazilian citizen, married, economist, resident and domiciled in the city of São Paulo, state of São Paulo, at Rua Indiana no. 437, 3 o. andar, apt.32 - Brooklin, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no ; (ii) Mr. Geraldo Lima Wandalsen, Brazilian citizen, married, economist, resident and domiciled in the city of São Paulo, state of São Paulo, with business address at Avenida Nove de Julho no o andar, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no , as sitting member, with his substitute Mr. Paulo Américo Conte Tavares, Brazilian citizen, married, economist, resident and domiciled in the city of São Paulo, state of São Paulo at Rua Barão de Bocaina nº. 102, apto. 3

4 91, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no ; (iii) Mr. Alexsandro de Souza Popovic, Brazilian citizen, single, lawyer, resident and domiciled in the city of Taboão da Serra, state of São Paulo, at Rua Panamá, 50, Jardim América, bearer of Identity Card, R.G. no , SSP/SP, enrolled with the CPF/MF under no as sitting member, with his substitute, Mr. Paulo José Bilezikjian, Brazilian citizen, married, economist, resident and domiciled in the city of São Paulo, state of São Paulo, with business address at Alameda Ministro Rocha Azevedo no. 456 cj. 1201, bearer of Identity Card, RG no SSP/SP, enrolled with the CPF/MF under no The reelected and elected members of the Audit Committee declared under penalty of law, that they meet the conditions of Resolution no /02, have full knowledge of the provisions of Article 147 of Law no. 6,404/76, and are not impeded from exercising their functions on the Audit Committee of the Company: (a) by special law; (b) by virtue of criminal conviction or are under the effects thereof; (c) by virtue of a penalty which forbids, even temporarily, access to public office; or (d) by bankruptcy crime, prevarication, bribery or subornation, embezzlement, peculation or crime against the popular economy, against the National Financial System, against the rules in defense of competition, against consumer relations, public faith or property. The monthly remuneration of each one of the sitting members of the Audit Committee was set in the amount of R$ 3, (three thousand and nine hundred reais), in accordance with Article 162, 3 of Law no. 6,404/76, whereas the substitute members shall not be entitled to remuneration while they remain in their condition as substitutes. (e) The total remuneration of the Board of Directors and the Executive Officers in the value of up to R$ 12,000, (twelve million reais) was approved. (f) Notice was given to the shareholders present and recorded for the information of the others, in the form set out in paragraph 3 of article 289 of Law no. 6,404 of December 15 th, 1976, that as from this date the Company will publish its corporate resolutions in Jornal Valor Econômico in substitute of Jornal Gazeta Mercantil. Extraordinary General Shareholder Meeting: (a) The distribution of the remuneration to Shareholders in the form of interest on invested capital ( IIC ) to be imputed to minimum mandatory dividends was approved in respect to fiscal year 2008, as set out in article 9, paragraph 7, of Law no. 9,249/1995, resolved on by the Board of Directors in the meeting held on April 13 th, 2009, with the following characteristics: (i) value to be distributed: R$ 41,000, (forty-one million reais), which corresponds to 4

5 gross value of R$ per common share and/or preferred share and the net value of R$ per common and/or preferred share, subject to withholding at the source of income tax at the rate of 15%, except for the shareholders verifiably released or exempt; (ii) the shareholders holding shares on April 13 th, 2009 shall have the right to IIC; (iii) as from April 14 th, 2009, the shares commenced trading ex-interest over the invested capital on the São Paulo Stock Exchange; (iv) the IIC shall be paid out by June 30 th, (b) The cancellation of 2,800,000 (two million, eight hundred thousand) preferred shares held in treasury was approved, without reduction of corporate capital. (c) The amendment of Article 5 of the Corporate By-Laws was approved, which shall hereinafter be worded as follows: Article 5 - The Capital Stock is R$ 685,690, (six hundred and eightyfive million, six hundred and ninety thousand, one hundred and fifty-six reais), divided and represented by 137,745,188 (one hundred and thirty-seven million, seven hundred and forty-five thousand and one hundred and eighty-eight) shares, divided among 97,140,150 (ninety-seven million, one hundred and forty thousand, one hundred and fifty) nominative, book shares, without nominal value, and 97,140,150 (ninety-seven million, one hundred and forty thousand and one hundred and fifty) common shares and 40,605,038 (forty million, six hundred and five thousand and thirty-eight) preferred shares. The effectiveness of the deliberations decided upon above is conditioned on ratification of this corporate resolution by the Brazilian Central Bank. Closure, Drawing Up and Reading of the Minutes: There being nothing to deliberate upon, the Meeting Chair determined that the work had ended and the meeting was closed. Upon reopening the session, these minutes were read, approved and signed by all those present. We certify that these minutes were drawn up in summary form as provided in article 130, 1, of Law 6,404/76, the original of which was drawn up in the General Shareholder Meeting Minutes Book of the Company and signed by all shareholders present, with its publication thus being authorized. São Paulo, April 30 th, Alexandre Burmaian Meeting Chairman André Jafferian Neto Meeting Secretary 5