04.27.2011 - Minutes of OSM Rule 12g3-2(b) Exemption # 82-35186 On April 27th of two thousand and eleven, at three p.m., Banco do Brasil Annual General Meeting of Shareholders (CNPJ: 00.000.000/0001-91; NIRE: 5330000063-8) an open capital company was held, in a first call at the Company s headquarters located at Setor Bancário Sul, Quadra 1, Bloco G, 24th floor (parte), Asa Sul - Brasília (DF), attended by 386 (three hundred and eighty six) shareholders, in person or by delegation, owners of 2,018,446,715 (two billion, eighteen million, four hundred forty-six thousand, seven hundred and fifteen) ordinary shares, representing 70.60% of 2,860,729,247 (two billion, eight hundred and sixty million, seven hundred and twenty-nine thousand two hundred and forty seven) common shares, which signed the Guest Book, complying with legal requirements. In view of the justified absence of the Chief Executive Officer, Aldemir Bendine, the shareholders unanimously elected Mr. Danilo Angst, Vice President, to chair the meeting, who invited to compose the presiding board, Mrs, Adrienne Giannetti Nelson de Senna Jobim, the federal Governments representative, majority shareholder, and Mr, Mark Machado Guimarães, Audit Committee member, He also invited the Legal Director Antonio Pedro Machado da Silva and Celio Cota de Queiroz shareholder to serve as first and second secretaries, respectively. The matters presented to the Meeting were those recorded in the Call Notice the following published on 25th, 28th and 29th March 2011 in the Official Dayly Government Newspapers and in newspapers Correio Braziliense (BSB), Jornal do Commercio (Rio de Janeiro-RJ) and Valor Economico (São Paulo-SP). Initiated assessment of subjects, it was decided: a) To approve, by majority vote, with the abstentions Legal, Financial Statements, together with the Management Report, the Opinions of the Management Board, Supervisory Board and the Independent Auditors and the Report of the Audit Committee, for the year 2010, all published on 02/24/2011 in the Official Dayly Newspaper and in newspapers Correio Brasiliense (DF), Jornal do Commercio (RJ) and Valor Economico (SP); b) To approve, by unanimous vote, the proposed allocation of net income, amounting to R $ 11,763,941,222.15 (eleven billion, seven hundred sixty-three million, nine hundred forty-one thousand, two hundred and twenty four dollars and fifteen cents), as the table below, subject to the recommendation of the Department of Coordination and Governance of State Owned Enterprises that, with respect to the payment of Profit Sharing and Results should be strictly observed the terms and conditions contained in the Corporate Program Goals adopted for the Banco do Brasil, through the Letter No, 530/2010/MP/SE/DEST of 06/14/2010, and contained in Law No, 10101 of 12/19/2000, and in art, 152 of Law No, 6404 of 12/15/1976:
Fiscal Year 2009 (R$) Net Income 11,758,093,384.55 Profits (losses) Acummulated 5,847,837.60 Adjusted Net Income (1) 11,763,941,122.15 Legal Reserve 587,904,669.23 Remuneration to Shareholders 4,705,576,488.86 Interest on Own Capital 2,403,249,978.26 Dividends 2,302,326,510.60 Use of Dividend on Equalization Reserve (820,131,390.16) Statutory Reserves 7,290,591,454.22 to Operating Margin 5,832,473,163.38 to Equalization of Dividends 1,458,118,290.84 (1) Net income included in the statement of income for publication, adjusted for profits / losses accrued in the period. c) To elect, by majority vote, members of the Audit Board, under qualified, to fulfill the 2011/2012 mandate, informed that the elected representatives meet the requirements of laws and legislation in force: BOARD OF AUDITORS - 2011/2012 Mandate Representatives of the National Treasury, appointed by the Minister of Finance: DANIEL SIGELMANN, Brazilian, single, economist, CPF No, 021.484.577-05, Identity No 8.497.543-2, issued on 06/20/1989, by Instituto Félix Pacheco - IFP (RJ); address: Esplanada dos Ministérios, block P, Att, wing B, ground floor, Brasília (DF); Substitute: EDÉLCIO DE OLIVEIRA, Brazilian, married, public servant, CPF 546.874.466-04, Identity No, M-2910926, issued on 10/16/1981 by Secretaria de Segurança Pública do Estado de Minas Gerais; address: Esplanada dos Ministérios, block P, Att, wing B, ground floor, Brasília (DF); Federal Government representatives, appointed by the Minister of Finance: ANELIZE LENZI RUAS DE ALMEIDA, Brazilian citizen, married, lawyer, CPF No, 874.195.641-91, ID No, 246.345, issued by the Secretaria de Segurança Pública do Estado do Tocantins, address: Esplanada dos Ministerios, Block P, Room 813, Brasilia (DF);
Substitute: DANIELE RUSSO BARBOSA FEIJÓ, Brazilian, divorced, Procurator of the exchequer, CPF No, 070.646.277-79, ID No, 96.867, issued on 01/28/2003 by the Ordem dos Advogados do Brasil (RJ); address: Esplanada dos Ministerios, Block P, 8th floor, Office, Brasilia (DF); MARCOS MACHADO GUIMARÃES, Brazilian, single, economist, CPF No, 398.826.591-87, ID No, 885.769, issued on 09/12/1983 by the Secretaria de Segurança Pública do Distrito Federal; address: Esplanada dos Ministerios, Block P, 2nd floor, room 223, Brasília (DF); Substitute: DANIELLE AYRES DELDUQUE, Brazilian, married, economist, CPF No, 670.041.801-15, Identity No, 1.546.082, issued by Secretaria de Segurança Pública do Distrito Federal; address: Esplanada dos Ministerios, Block P, 2nd floor, room 223, Brasília (DF); Members elected by minority shareholders: CLÓVIS AILTON MADEIRA, Brazilian, married, accountant, CPF 253.599.328-72, Identity No, 4.313.404, issued on 11/27/1994 by the Secretaria de Segurança Pública do Estado de São Paulo; address: Rua Vergueiro, 2013, 8th floor, São Paulo (SP); Substitute: FERNANDO ALVES DE ALMEIDA, Brazilian, divorced, engineer, CPF 348.652.507-78, Identity No, 297,433D, issued on 06/07/1976 by the Conselho Regional de Economia e Administração do Rio de Janeiro; address: Avenida das Americas, 1155, Group 208, Barra da Tijuca, Rio de Janeiro (RJ); PEDRO CARVALHO DE MELLO, Brazilian, married, economist, CPF 025.056.817-91, Identity No, 1.656.738, issued on 09/05/1962 by Instituto Felix Pacheco - IFP (RJ); Address: Alamenda Coimbra, 84, Alphaville, Barueri (SP); Substitute: LUIZ ALBERTO PEREIRA DE MATTOS, Brazilian, married, economist, CPF 103.183.997-68, Identity No, 2.094.348, issued on 05/19/1975 by Instituto Felix Pacheco - IFP (RJ) Address: Rua Araújo Porto Alegre, 36, 8th floor, Centro, Rio de Janeiro (RJ); d) Elect, by majority vote, members of the Board of Directors, below qualified, to fulfill the 2011/2013 mandate, understood that elect to meet requirements of laws and legislation in force: President, appointed by the Minister of Finance: NELSON HENRIQUE BARBOSA FILHO, Brazilian, married, economist, CPF 009.073.727-08 and ID No, 07.555.659-7, issued on 06/26/1996 by the Instituto Felix Pacheco (RJ); address: Esplanada dos Ministerios, Block E, 4th floor, Executive Secretariat, Brasília (DF); Vice President, President of Banco do Brasil: ALDEMIR BENDINE, Brazilian, married, administrator, CPF 043.980.408-62, ID No, 10126451, issued on 04/28/1976, by the Secretaria de Segurança Pública do Estado de São Paulo, address: SBS, block 1, Block G, 24th floor, Brasilia (DF);
Federal Government representative, appointed by the Ministry of Finance: ADRIANA QUEIROZ DE CARVALHO: Brazilian, married, Prosecutor of the National Treasury, CPF No, 565.181.296-20, identity No, 51.941, issued in 03/01/1990 by the Ordem dos Advogados do Brasil (MG); address : Esplanada dos Ministerios, Block P, 8th floor, PGFN, Brasília (DF); Federal Government representative, appointed by the Minister of State for Planning, Budget and Management: FRANCISCO DE ASSIS LEME FRANCO, Brazilian, married, administrator, CPF No, 469.676.807-49, ID No, 7.793.201-8, issued by the Secretaria de Segurança Pública do Estado de São Paulo; address: Esplanada dos Ministerios, Block K, 6th floor, Office, Brasilia (DF); As representatives of the Federal Government Representative elected to the Board hold public office in the Federal Administration, which justified this choice on grounds of public interest, in accordance with 1 of Art, 3 of CVM Instruction No, 367 of 05/29/2002; Independent members, elected by minority shareholders: HENRIQUE JÄGER, Brazilian, married, economist, CPF No, 831.180.477-04, ID No, 17295-2, issued on 06/24/1988 by the Conselho Regional de Economia do Estado do Rio de Janeiro; address: Avenida Rio Branco 133, 21th floor, Center, Rio de Janeiro (RJ); BERNARDO GOUTHIER MACEDO, Brazilian, divorced, economist, CPF 508.238.506-25, Identity No, M-2.103.388, issued on 07/28/1993 by the Secretaria de Segurança Pública do Estado de Minas Gerais, Address: Rua Desembargador Paulo Passalaqua, 308, São Paulo (SP); SÉRGIO EDUARDO ARBULU MENDONÇA, Brazilian, married, economist, CPF No, 001.338.128-80, ID No, 7.226.617-X, issued in 11/11/2003 by the Secretaria de Segurança Pública do Estado de São Paulo, address: Rua Auro Soares de Moura Andrade, 252, 9th floor, Barra Funda, São Paulo (SP); e) To establish, by unanimous vote, the monthly remuneration of members of the Board of Directors and the holders of the Audit Board in one tenth of the average monthly perceive members of the Executive Board, excluding the figures for participation in profits Variable remuneration - annual bonus, CASSI - quota employer insurance, group life secure, health assessment, quarantine - an allowance, housing allowance and benefits of removal; f) To establish, by majority vote, with abstentions law, the global remuneration paid to directors of the Banco do Brasil, from April 2011 to March 2012, at R$ 38,532,160.00 (thirtyeight million, five hundred thirty-two thousand, one hundred and sixty dollars) could include: monthly swingry, Christmas bonus, profit sharing, incentive compensation - annual bonus, CASSI - quota employer insurance, group life secure, health assessment, quarantine - compensatory remuneration, housing allowance (pursuant to Decree No, 3255 of 11/19/1999) and benefits of removal, expressly forbidden to pass the fees on any benefits that eventually were to be granted to employees, at the formalization of the Collective Bargaining Agreement - ACT is in its base date of 2011;
g) approve, by majority vote, the delegation of responsibility to the the Board of Directors to make the distribution of individual values for the payment of remuneration of Executive Directors noted the total amount deducted and the part dedicated to the Board of Directors, conditioned this delegation to meet the values listed in the spreadsheet attached to the Technical Note No, 134/CGCOR-MP of 04/27/2011, Voting record: Letter "a" abstained from voting shareholders Blackrock Korea Latin American Fund - MA, City of Philadelphia Public Employees Retirement System, Commonfund MSE Master Fund LLC, and Emerging Markets Index Fund, Emerging Markets Equity Index Sudan Free Fund, BGI Emerging Strategic Insights Markets Fund Ltd, Blackrock Institutional Trust Company, NA, Blackrock Latin America Fund, Inc,, Ishares II Public Limited Company, Public Limited Company Ishares III, Ishares MSCI Brazil (Free) Index Fund, ishares MSCI BRIC Index Fund, ishares MSCI Emerging Markets Index Fund, ishares Public Limited Company and The Civil Service Superannuation Fund; "B" abstained from voting shareholders The Civil Service Superannuation Fund and Commonfund MSE Master Fund LLC; Items "e" and "f" abstained from voting shareholders City of Philadelphia Public Employees Retirement System, Commonfund MSE Master Fund LLC and The Civil Service Superannuation Fund; Item "f": shareholders voted against the British Columbia Investment Management Corporation and Electrical Workers Local No, 26 Pension Trust Fund. Nothing more to discuss, the President thanked the Shareholders and closed the proceedings of the Annual General Meeting of Shareholders of the Banco do Brasil, of which I, Celio Cota de Queiroz, Second Secretary, scour this Act in a summary manner, as stipulated in 3 of art, 9, of the Bylaws, which read and approved, is signed.