Minutes of the 218
Transcrição
Banco Bradesco S.A. Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 Company Registration Number (NIRE) # 35.300.027.795 Publicly-Held Company Minutes of the 218th Special Shareholders’ Meeting held on March 10, 2011 Date, Time and Place: The meeting was held on March 10, 2011, at 4:30 p.m., at the Company’s headquarters located in Cidade de Deus, in the “Salão Nobre”, on the 5o andar, Prédio Vermelho, Vila Yara, city of Osasco, state of São Paulo, CEP 06029-900. Attendance: Company’s shareholders representing more than two thirds of the voting capital stock attended the meeting, identified themselves and signed the Shareholders’ Attendance Book. Board of the Meeting: Chairman: Lázaro de Mello Brandão; Secretary: Carlos Alberto Rodrigues Guilherme. Agenda: to examine and resolve on the Board of Directors’ proposals to: 1. approve the Capital Stock increase resolved at the 217 th Special Shareholders’ Meeting, held on December 17, 2010, in the amount of R$1,500,000,000.00, increasing it from R$28,500,000,000.00 to R$30,000,000,000.00, by means of the subscription of 62,344,140 new book-entry registered shares, with no par value, of which 31,172,072 are common shares and 31,172,068 are preferred shares; 2. increase the Capital Stock by the amount of R$100,000,000.00, increasing it to R$30,100,000,000.00 by capitalizing the reserves: “Capital Reserve” – R$62,613,709.13; and partially the balance of “Profit Reserve - Legal Reserve” account – R$37,386,290.87, without issuing shares, according to Paragraph 1 of Article 169 of Law # 6,404/76; 3. increase from 5 to 6 the maximum number of members of the Remuneration Committee, in order to better support the tasks of the Body; 4. standardize, in the Bylaws, the expression “financial statements”; ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .2. 5. partially amend the Bylaws, in the “caput” of Article 6, due to items “1” and “2”; in the “caput” of Article 23, due to item “3”; and item “l” of Article 9, because of item “4”. Previous Publications: the Call Notice was published on February 9, 10 and 11, 2011, in the newspapers “Official Gazette of the State of São Paulo”, respectively, pages 7, 7 and 8; and “Diário do Comércio”, pages 7; Reading of Documents: the document mentioned above in “previous publications”, the Board of Directors’ Proposals and the respective Opinions of the Fiscal Council were read, placed on the table and delivered for shareholders’ evaluation. Resolutions: the matters of the agenda were discussed, voted and approved, without limitations, the Proposals of the Board of Directors, recorded in the Special Meeting #1,735, of that Body, as of February 8, 2011, transcribed as follows: “Dear Shareholders, The Board of Directors of Banco Bradesco S.A. hereby submits to examination and resolution proposals to: 1. approve the Capital Stock increase resolved at the 217 th Special Shareholders’ Meeting, held on December 17, 2010, in the amount of R$1,500,000,000.00, increasing it from R$28,500,000,000.00 to R$30,000,000,000.00, by means of the subscription of 62,344,140 new bookentry registered shares, with no par value, of which 31,172,072 are common shares and 31,172,068 are preferred shares; 2. increase the Capital Stock by the amount of R$100,000,000.00, increasing it to R$30,100,000,000.00 by capitalizing the balances of “Capital Reserve – Income Tax Incentives” account – R$2,103,103.08; “Capital Reserve - Share Premium” account – R$56,464,874.67; “Capital Reserve - Equity Instruments ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .3. Adjustment” account – R$4,033,256.88; “Capital Reserve – Shares Fraction” account – R$12,474.50; and partially the balance of “Profit Reserve - Legal Reserve from 1996 to 2001” account – R$37,386,290.87, without issuing shares, according to Paragraph 1 of Article 169 of Law # 6,404/76, in order to be in compliance with Resolution #3,605, as of 8.29.2008, of the National Monetary Council; 3. increase from 5 to 6 the maximum number of members of the Remuneration Committee, in order to better support the tasks of the Body; 4. standardize, in the Bylaws, the expression “financial statements”; 5. partially amend the Bylaws, in the “caput” of Article 6, due to items “1” and “2”; in the “caput” of Article 23, due to item “3”; and item “l” of Article 9, because of item “4”. If these proposals are approved, the “caput” of Articles 6 and 23 and item “l” of Article 9 of the Bylaws come into force with the following wording, after the process is approved by the Central Bank of Brazil: “Article 6) The Capital Stock is R$30,100,000,000.00 (thirty billion, one hundred million reais), divided into 3,824,794,581 (three billion, eight hundred twenty-four million, seven hundred ninety four thousand, five hundred eighty one) book-entry, registered shares, with no par value, of which 1,912,397,390 (one billion, nine hundred twelve million, three hundred ninety seven thousand, three hundred ninety) are common shares and 1,912,397,191 (one billion, nine hundred twelve million, three hundred ninety seven thousand, one hundred ninety one) are preferred shares. Article 9) In addition to the duties set forth by law and by the present Bylaws, the Board's responsibilities and duties include the following: l) to examine and deliberate upon budgets and financial statements submitted by the Board of Executive Officers. Article 23) The Company will have a Remuneration Committee constituted by 3 (three) to 6 (six) members, to be nominated among the members of the Board of Directors, having a 1 (one) year term of office. One of the Committee members should be appointed as Coordinator.” ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .4. As a consequence of the approval of the proposal for the approval of the Capital Stock increase, resolved at the 217th Special Shareholders’ Meeting held on December 17, 2010, which is registered in the Company’s own book and was published on December 28, 2010 in the newspapers “Diário Oficial do Estado de São Paulo”, page 15; and “Diário do Comércio”, page 15, the Chairman informed the attending shareholders the following: 1) the Capital Stock increase was totally subscribed by the amount of R$1,500,000,000.00, which will be fully incorporated into the Capital Stock, consisting of 62,344,140 new book-entry, registered shares, with no par value, of which 31,172,072 are common shares and 31,172,068 are preferred shares; 2) that the deadline for the shareholders to exercise their preemptive right, in the proportion of their interest in the Capital Stock, was established from December 29, 2010 to January 31, 2011; 3) that the shareholders paid the shares subscribed on February 18, 2011, corresponding to 96.53% of the shares issued, and the unsubscribed shares, which totalled 3.47%, were totally sold at an Auction held on February 15, 2011 at BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (Securities, Commodities and Future Exchange), whose financial settlement occurred on February 18, 2011; 4) that the payment of the Capital Stock increase occurred as follows: a) R$874,533,482.40, by means of compensation of credits arising from the Interest on Shareholders’ Equity declared on December 6, 2010; and b) R$625,466,517.60, in national currency; 5) that the deposit at the Central Bank of Brazil, Regional Office in São Paulo, of the payment in national currency, was made on February 25, 2011; 6) that the amount of R$11,441,258.19, referring to the excess amount directed to the Capital Stock, determined by the difference between the issue price and the sale price of the unsubscribed shares at the Auction, was recorded in the “Capital Reserve – Goodwill from Share Subscription”, benefiting all shareholders indistinctly; 7) that the shares subscribed and paid in the mentioned capital stock increase will be entitled to monthly dividends and/or interest on shareholders’ equity, and eventually complementary ones, to be declared as of the date of their inclusion in the shareholders’ position. They are also fully entitled to eventual advantages attributed to other shares as of the aforementioned date. ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .5. Publication of the Minutes: the publication was authorized as provided for by the Paragraph Two of the Article 130 of Law # 6,404/76. Quorum of Resolutions: approved by the majority of votes of the attending shareholders. Approval and Execution of the Minutes: these Minutes, after being drawn up and read, were approved and signed by all shareholders present at the meeting. Signed) Chairman: Lázaro de Mello Brandão; Secretary: Carlos Alberto Rodrigues Guilherme; Shareholders: Lázaro de Mello Brandão; Antônio Bornia; Mário da Silveira Teixeira Júnior; João Aguiar Alvarez; Denise Aguiar Alvarez; Carlos Alberto Rodrigues Guilherme; Luiz Carlos Trabuco Cappi; Milton Matsumoto; Norberto Pinto Barbedo; José Alcides Munhoz; Aurélio Conrado Boni; André Rodrigues Cano; Luiz Carlos Angelotti; Marcelo de Araújo Noronha; Nilton Pelegrino Nogueira; Antonio de Jesus Mendes; Antonio José da Barbara; Cassiano Ricardo Scarpelli; Clayton Camacho; Denise Pauli Pavarina; Jair Delgado Scalco; João Albino Winkelmann; José Luiz Rodrigues Bueno; José Maria Soares Nunes; Júlio Alves Marques; Láercio Carlos de Araújo Filho; Luiz Alves dos Santos; Luiz Fernando Peres; Marcos Bader; Marcos Daré; Mario Helio de Souza Ramos; Marlene Morán Millan; Cláudio Fernando Manzato; José Luis Elias; Osmar Roncolato Pinho; Marco Antônio Rossi; Norton Glabes Labes; Renato Ejnisman; Samuel Monteiro dos Santos Júnior; Domingos Aparecido Maia; João Batistela Biazon; Jorge Tadeu Pinto de Figueiredo; Wlademir Bidoy Mendonça; Antônio Álvaro Mascaro de Tella; Carlos Laurindo Barbosa; Johan Albino Ribeiro; Victor Moraes Amaral Filho; Romulo Nagib Lasmar; Osvaldo Watanabe; Hélio Machado dos Reis; Marcelo Santos Dall Occo; Yara Piauilino; Cidade de Deus - Companhia Comercial de Participações and Fundação Bradesco, represented by their Chief Executive Officer, Mr. Lázaro de Mello Brandão; NCF Participações S.A. and Titanium Holdings S.A., represented by their Officers, Messrs. Norberto Pinto Barbedo and Domingos Figueiredo de Abreu; Concialpa Participações e Comércio Ltda., represented by its Officer, Mr. João Aguiar Alvarez; The Bank of Tokyo – ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .6. Mitsubishi UFJ Ltd., represented by its attorney-in-fact, Mr. Nobuo Yamazaki; Avistar SGPS, S.A., Banco Espírito Santo, S.A. and Fundo de Pensões do Banco Espírito Santo, represented by their attorney-in-fact, Ms. Joana Smith de Vasconcellos; Albertina Tassinari Brandão, Beatriz Tassinari Brandão, Cecília Tassinari Brandão, João Pedro Brandão Solano Pereira, Sônia Tassinari Brandão, Antônio Beltran Martinez, Henrique Schiefferdecker Filho, Christa Lise Brigitte Schiefferdecker, Henrique Schiefferdecker and Gabriela Hall, represented by its attorney-in-fact, Mr. Carlos Laurindo Barbosa; Ana Eliza Aguiar Morelli Ramos, Daniel Aguiar Morelli, Marcelo Aguiar Fasano and Carlos Mariani Bittencourt, represented by their attorney-in-fact, Mr. Johan Albino Ribeiro; Estate of Amador Aguiar, represented by its executor, Dr. Afonso CollaFrancisco Júnior; Oswaldo de Moura Silveira; Nilson Pinhal; Laudo Natel, by their own position, and also representing Magnat Participações Ltda., IGN Participações Ltda. and Mil SF Participações Ltda.; Lina Maria Aguiar; British Coal Staff Superannuation Scheme; Employees Retirement System of Texas; Eq Advisors Trust Eq/Blackrock International Value Portfolio; Fidelity Institutional Funds ICVC Select Emerging Markets Equities Fund; Fidelity Investment Trust: Fidelity Diversified International Fund; Fidelity Investments Money Management Inc.; First State Global Emerging Markets Leaders Fund; Goldman Sachs Trust Goldman Sachs Bric Fund; Goldman Sachs Trust - Goldman Sachs Emerging Markets Equity Fund; Japan Trustee Services Bank,Ltd As Trustee For The Sumitomo Trust & Banking CO.,Ltd As Trustee For M; Norges Bank; Public Employees Retirement Association of New Mexico; Qantas Superannuation Limited as Trustee For the Qantas Superannuation Plan; Retail Employees Superannuation Pty Limited; State of New Mexico Educational Retirement Board; State of New Mexico State Investment Council; Stichting Depositary APG Emerging Markets Equity Pool; Stichting Pensioenfonds Medisch Specialisten; Stichting Pensioenfonds Voor Huisartsen; T.Rowe Price Emerging Markets Stock Fund; T.Rowe Price Funds Sicav; T.Rowe Price I Int Funds, Inc. on Behalf of its Separate Ser T.Rowe Price Iemer Market Equity Fund; T.Rowe Price International ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .7. Funds: T.Rowe Price Latin America Fund; T.Rowe Price Retirement Date Trust; T.Rowe Price T Co,Trt Of the Int Common T Fund on Behalf of its Underlying T, Emerging Markets E T; The Boeing Company Employee Retirement Plans Master Trust; Threadneedle Investment Funds ICVC; Vanguard Investment Series, PLC; Vanguard Total International Stock Index Fund, A Series Of Vanguard Star Funds, represented by HSBC Corretora de Títulos e Valores Mobiliários S.A., and this one by its attorney-in-fact, Mr. George Washington Tenório Marcelino; Aberdeen Global Latin American Equity Fund; Aberdeen Latin America Equity Fund, Inc.; Advanced Series Trust - AST Parametric Emerging Markets Equity Portfolio; Aegon Custody B.V.; AGF Emerging Markets Fund; AGF Emerging Markets Pooled Fund; AGF Investments Inc; Alabama Trust Fund; American Funds Insurance Series Global; AT&T Union Welfare Benefit Trust; Baillie Gifford Emerging Markets Fund; Baillie Gifford Emerging Markets Growth Fund; Baillie Gifford Emerging Markets Leading Companies Fund; Bell Atlantic Master Trust; Bellsouth Corporation RFA Veba Trust for Non-Representable Employees; British Airways Pension Trustees Limited - Main A/C; British Airways Pension Trustees Ltd. (MPF A/C); Caisse de Depot ET Placement du Quebec; California State Teachers Retirement System; Causeway Emerging Markets Fund; Central States Southeast and Southwest Areas Pension Fund; CIBC Emerging Markets Index Fund; City of Los Angeles Fire and Police Pension Plan; College Retirement Equities Fund; Colonial First State Global Asset Management Equity Trust 3; Colonial First State Wholesale Global Emerging Markets Fund; Commonwealth Emerging Markets Fund 5; County Employees Annuity and Benefit Fund of the Cook County; Directors Guild of America Producer Pension Trust; Dominion Resources Inc. Master Trust; Eaton Vance Collective Investment Trust for Employee Benefit Plans - Emerging Markets Equity Fund; Eaton Vance Corp.; Eaton Vance Parametric Structured Emerging Markets Fund; Eaton Vance Parametric Tax-Managed Emerging Markets Fund; Essex County Council; Fidelity Fixed-Income Trust: Fidelity Series Global EX U.S. Index Fund; Fidelity Global Disciplined Equity Fund; Fidelity Global Opportunities Fund; Fidelity ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .8. International Disciplined Equity Fund; Fidelity Investment Trust: Latin America Fund; Fidelity Latin America Fund; Fidelity Overseas Fund; First State Investments Global Emerging M L F A Sub-Fund of First State Inv Delaware Statutory Trus; First State Investments Group Trust; Ford Motor Company Of Canada, Limited Pension Trust; General Electric Pension Trust; General Motors of Canada Domestic Trust; GMO Funds PLC; GMO Real Return Asset Allocation Fund, L.P.; GMO Trust on Behalf of GMO Emerging Countries Fund; Halliburton Company Employee Benefit Master Trust; Harbor International Fund; Harmony Overseas Equity Pool; IBM Savings Plan; Illinois State Board of Investment; Imperial Emerging Economies Pool; Integra Emerging Markets Equity Fund; International Bank for Reconstruction Development; Ishares II Public Limited Company; Ishares III Public Limited Company; Ishares Public Limited Company; Japan Trustee Service Bank, Ltd RE: STB Emerging Markets High Dividend Equity Mother Fund; John Hancock Funds II International Equity Index Fund; John Hancock Trust International Equity Index Trust A; John Hancock Trust International Equity Index Trust B; Kansas Public Employees Retirement System; Lazard International Strategic Equity Portfolio; Legg Mason Collective Trust; Legg Mason Global Funds FCP (Luxembourg); Legg Mason Global Funds PLC; Legg Mason Global Trust, Inc - Legg Mason Batterymarch International Equity Trust; Massmutual Select Diversified International Fund; Massmutual Select Overseas Fund; Ministry of Strategy and Finance; Morgan Stanley Global Strategist Fund; National Grid UK Pension Scheme Trustee Limited; Northern Trust Non-UCITS Common Contractual Fund; Northern Trust Quantitative Fund PLC; O’Leary Global Yield Opportunities Fund; Ohio Police and Fire Pension Fund; Panagora Group Trust; Philips Electronics North America Corporation Master Retirement Trust; PPL Services Corporation Master Trust; Principal Emerging Markets Equity Fund; Principal Life Insurance Company; Public Employee Retirement System Of Idaho; Pyramis Group Trust for Employee Benefit Plans; Pyramis Select Emerging Markets Equity Trust; Railways Pension Trustee Company Limited; Russel Investment Company Public Limited Company; ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .9. San Diego County Employees Retirement Association; Sit Developing Markets Growth Fund; Southern CA Edison CO Nuclear FAC Qual Cpuc Decom M T for San Onofre and Palo Verde Nuc Gen Stations; SSGA MSCI Brazil Index NonLending QP Common Trust Fund; State of California Public Employees Retirement System; State of Connecticut Retirement Plans and Trust Funds; State Street Bank and Trust Company Investment Funds for Tax Exempt Retirement Plans; State Street Emerging Markets; Stichting Bedrijfstakpensioenfonds Voor de Media PNO; Taiwan Business Bank in it Capacity as Master Custodian of Allianz Global Investors Global Diversified Quantitative Fund; Teacher Retirement System of Texas; Teachers Retirement System of the State of Illinois; The Archdiocese of Hartford Investment Trust; The Brazil Value and Growth Fund; The California Endowment; The California Wellness Foundation; The Future Fund Board of Guardians; The GMO Emerging Markets Fund; The Hartford Roman Catholic Diocesan Corporation Retirement Plans Master Trust; The Latin American Discovery Fund Inc; The Monetary Authority of Singapore; The Northwestern Mutual Life Insurance Company; The Pension Reserves Investment Management Board; The Royal Bank of Scotland PLC as D of First State Global E.M.L. Fund a Sub Fd of First State Inv. IC; The Royal Bank of Scotland PLC as Depositary of First S G E M S Fund of F State Investments ICVC; The Royal Bank Of Scotland PLC as Depositary of First State Global Emerging Markets; The Royal Bank Of Scotland PLC as Depositary of First State Latin America Fund a Sub Fund of First S; The State Teachers Retirement System Of Ohio; The Trustees of Saint Patricks Cathedral in the City of New York; Tiaa-Cref Funds - Tiaa-Cref Emerging Markets Equity Fund; Tiaa-Cref Funds - Tiaa-Cref Emerging Markets Equity Index Fund; Treasurer of The State of North Carolina Equity Investment Fund Pooled Trust; Trustees Of The Estate of Bernice Pauahi Bishop DBA Kamehameha Schools; Tulare County Employees Retirement Association; USAA Capital Growth Fund; USAA Cornerstone Strategy Fund; Vanguard Emerging Markets Stock Index Fund; Vanguard FTSE All-World Ex-Us Index Fund, A Series of Vanguard International Equity Index Funds; Virginia Retirement ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .10. System; Wellington Trust Company N.A.; West Virginia Investment Management Board; Wilmington International Equity Fund Select, L.P.; Xerox Canada Employees Retirement Plan, represented by Citibank N.A., and this one by its attorney-in-fact, Mr. George Washington Tenório Marcelino; Itaú Financeiro Ações Fundo de Investimento, represented by Itaú Unibanco S.A., and this one by its attorney-in-fact, Mr. George Washington Tenório Marcelino; Fundo de Investimento Votorantim em Ações; Fundo de Investimento Votorantim Equity Hedge Multimercado; Fundo de Investimento Votorantim Equity Long Short 15 Multimercado; Fundo de Investimento Votorantim Equity Long Short Multimercado; Fundo de Investimento Votorantim IBrX em Ações; Fundo de Investimento Votorantim Performance em Ações; Fundo de Investimento Votorantim Sustentabilidade em Ações, represented by Votorantim Asset Management Distribuidora de Títulos e Valores Mobiliários Ltda., and this one by its attorney-in-fact, Mr. George Washington Tenório Marcelino; Henrique Borenstein; Caixa de Previdência dos Funcionários do Banco do Brasil – PREVI, represented by its attorney-in-fact, Mr. Marcelo Coelho de Souza; BB Top Ações Índice de Sustentabilidade Empresarial Fundo de Investimento em Ações; BB Top Ações IBOVESPA Indexado Fundo de Investimento; BB Top Ações IBOVESPA Ativo Fundo de Investimento; BB Top Ações IBrX Indexado Fundo de Investimento; BB Top Ações Setor Financeiro Fundo de Investimento; BB Ações 22 Fundo de Investimento; BB RPPS Ações Governança Previdenciário Fundo de Investimento; BB Ações IBrX Ativo Fundo de Investimento; Brasilprev TOP A Fundo de Investimento em Ações; Brasilprev TOP Plus Fundo de Investimento em Ações; BB Previdência Ações Fundo de Investimento; BB Silverstone Fundo de Investimento Multimercado Crédito Privado, represented by BB Gestão de Recursos - Distribuidora de Títulos e Valores Mobiliários S.A., and this one by its attorney-in-fact, Ms. Raquel Perez Antunes Chust; Ernesto de Paula Guimarães Neto, by his own position, and also representing Maria Helena Rudge Guimarães, Roberto Rudge de Paula Guimarães and Ana Helena R. P. Guimarães Iacobucci; Alexandru Solomon; Altino Avian; José Antônio Martins Rodrigues; Durval ./. Minutes of the 218th Special Shareholders’ Meeting of Banco Bradesco S.A. held on March 10, 2011 - Corporate Taxpayer’s Identification (CNPJ) # 60.746.948/0001-12 – Company Registration Number (NIRE) # 35.300.027.795. .11. Silvério; Jaime Trindade Nunes Calado, by their own position, and also as executor of the Estate of Fernando Nunes Calado; Leopoldo Csillag; Juan Daniel Botelho; Luiz Merchan Ildefonso; Sócrates Fonseca Guimarães; Lélio Lauretti; José Cássio Soares Hungria; Clarisse Aguiar Alvarez Gaito; Annibal Oliveira Gaito; Sérgio Tormin; Pablo Enrique Kaminitz, by his own position, and also representing Roberto Kaminitz; João Carlos de Oliveira; Maria Donata Peixoto, by her own position, Alain Charles Edouard Moreau and Maria Donata Peixoto as usufructuaries of Filipe Eduardo Moreau, Daniela Maria Moreau, Gisela Maria Moreau and Mariana Moreau, also by their own position, Bras Moreau Antunes, Celeste Moreau Antunes, Dora Mariani Moreau Stroeter, Isabel Chaib Moreau, Josefina Mariani Moreau Schiller, Rosa Moreau Antunes, Tome Moreau Antunes, Lourenço Bittencourt Rebetez, Inácio Bittencourt Rebetez, Gustavo Niero Moureau, all of them by their attorney-in-fact, Mr.Johan Albino Ribeiro; Osvaldo Fontes Freitas; Rubens Aguiar Alvarez; Ageo Silva; Sérgio Socha; Odair Afonso Rebelato; Márcio Artur Laurelli Cypriano; Arnaldo Alves Vieira; Gustavo Baruffi Valente; Sparta Fundo de Investimento em Ações and Argucia Income Fundo de Investimento em Ações, represented by Argucia Capital Gestão de Recursos Ltda., and this one by its attorney-in-fact, Mr. George Washington Tenório Marcelino; and Luis Claudio de Freitas Coelho Pereira. Declaration: We declare that this present instrument is a free English translation of the Minutes drawn up in the Company’s records and that the signatures, in the same records, are authentic. Banco Bradesco S.A. Domingos Figueiredo de Abreu Executive Vice-President Antonio José da Barbara Department Officer ./.
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