Bradespar S.A. Corporate Taxpayer`s ID (CNPJ) #03.847.461/0001

Bradespar S.A.
Corporate Taxpayer’s ID (CNPJ) #03.847.461/0001-92
Companies Registrar (NIRE) #35.300.178.360
Publicly-Held Company
Minutes of the Annual Stockholders’ Meeting
held on April 28, 2006
Date, Time and Place: held on April 28, 2006, at 4:30 p.m., at the Company’s
headquarters located at Avenida Paulista, 1.450, 9 o andar, Cerqueira César, in the
City of São Paulo, State of São Paulo. Attendance: Company’s stockholders
representing more than two thirds of the voting capital stock attended the meeting,
identified themselves and signed the Stockholders’ Attendance Book. Board of the
Meeting: Chairman: Lázaro de Mello Brandão; Secretary: Romulo Nagib Lasmar.
Agenda: 1. approve the Administrators’ accounts, to examine, discuss and vote the
Management Report, the Financial Statements, including the allocation of Net
Income, the Independent Auditors’ and Fiscal Council’s Reports related to the fiscal
year ended on 12.31.2005; 2. elect the Board of Directors’ members, being
necessary, under the terms of the Instructions 165, as of 12.11.91, and 282, as of
6.26.98 issued by CVM (Securities and Exchange Commission of Brazil), a minimum
percentage of 5% as interest in the voting capital in order to the stockholders be
allowed to request the adoption of multiple vote process; 3. elect the Fiscal
Council’s members, under the terms of the Article 161 of the Law #6,404/76; 4. set
forth the Administrators’ global annual compensation, pursuant to the provisions of
the Company’s Bylaws; Previous Publications: a) the Notice referred to in Article
133 of Law #6,404/76 was published on March 28, 29 and 30, 2006, in the
newspapers “Official Gazette of the State of São Paulo”, respectively, pages 108, 12
and 35, and “Valor Econômico”, respectively, pages E1, E5 and E4; b) the
documents mentioned in Article 133 of Law #6,404/76, which are, the Management
Report, the Financial Statements and the Independent Auditors’ and Fiscal Council’s
Reports referring to the fiscal year ended on December 31, 2005, were published
on April 13, 2006, in the newspapers “Diário Oficial do Estado de São Paulo”
(official press), pages 29 to 41, and “Valor Econômico”, pages A3 to A8, including,
pursuant to Article 249 of Law # 6,404/76, the Consolidated Statements, including
controlled companies and direct and indirectly controlled companies with shared
control, in the country and abroad; c) the Call Notice was published on April 12, 13
and 18, 2006, in the newspapers “Diário Oficial do Estado de São Paulo” (Official
Gazette of the State of São Paulo), pages 3, 12 and 78, respectively, and “Valor
Econômico”, pages B10, E1 and E1. Reading of Documents: all documents
mentioned above in “previous publications” item and the Board of Directors’
proposal for payment of dividends were read, placed on the table and delivered for
the stockholders’ evaluation. Deliberations : the subjects included in the Agenda
were opened for discussion and voting, resulting in the following deliberations: 1)
the Administrators’ accounts, the Management Report, the Financial Statements,
including the allocation of Net Income, and the Independent Auditors’ and the Fiscal
Council’s reports, referring to the fiscal year ended on December 31, 2005, were
fully approved. The Board of Directors’ proposal for payment of dividends, recorded
in the meeting of that Body held on April 11, 2006, was also approved as follows:
“Allocate the net income for the fiscal year ended on December 31, 2005 to
dividends, in the amount of R$227,445,277.28, of which: 1. R$100,000,000.00
were already declared as interest on own capital on October 10, 2005, at
R$1.074137249 per common stock and R$1.181550974 per preferred stock, and
paid on November 11, 2005, at the net amount of R$0.913016662 per common
stock and R$1.004318328 per preferred stock, net of the fifteen per cent (15%)
withholding income tax, except for corporate stockholders exempted from the
referred withholding, which were paid by the declared amount; 2.
R$127,445,277.28 will be declared as a dividend supplementary to the statutory
dividend, to be paid as Interest on Own Capital to the Company’s Stockholders,
corresponding to R$1.368937196 per common stock and R$1.505830916 per
preferred stock. Such amount already contemplates the first portion under the
Stockholders’ Minimum Compensation Policy, in the amount of US$ 40,000,000.00,
and, by the fact that it is being submitted to the deliberation of the Annual
Stockholders’ Meeting, the meeting of this Body scheduled for April 28, 2006 is no
longer required and, accordingly, will not be held. The payment will be made on
May 15, 2006, at the net amount of R$1.163596617 per common stock and
R$1.279956279 per preferred stock, net of the fifteen per cent (15%) withholding
income tax, except for corporate stockholders exempted from the referred
withholding, which will be paid by the declared amount, and will benefit
stockholders listed in the Company’s records on that date (April 28, 2006). The
interest referring to stocks under custody in the Brazilian Clearing and Depositary
Corporation (“CBLC”) will be paid to CBLC, which shall subsequently pass the
respective amounts on to stockholders. Then, the Chairman said that, since the
Board of Directors’ proposal for payment of Dividends, in the form of Interest on
Own Capital, was approved: I. the Board of Executive Officers was authorized to
take all actions necessary for such Interest to be credited on an individual basis, as
from this date, to the account of stocks of the Company’s Stockholders; II. the
payment will be made on May 15, 2006, as follows: 1) a credit will be made to the
bank checking account indicated by the stockholder; 2) the stockholders that do not
provide their banking information or do not maintain a checking account in a
financial institution shall go to a Bradesco branch of their choice accompanied by
their identification documents and the “Receipt Notice of Book-Entry Stock
Dividends”, to be mailed to those stockholders whose address’ records are updated;
3) to stockholders whose indicated checking accounts are dormant or inactive, the
interest amount will be held available in the Company, the same being valid for
those stockholders whose Individual Taxpayers’ ID (CPF) or Corporate Taxpayer’s
ID (CNPJ) numbers are not updated in the records, until the legal requirement is
fulfilled. b) the following members of the Company’s Board of Directors, whose
term of office will be effective up to the 2007 Annual Stockholders’ Meeting, were
reelected: Messrs. Lázaro de Mello Brandão, Brazilian citizen, married, bank
employee, ID (RG) 1.110.377/SSP-SP, Individual Taxpayer’s ID (CPF)
004.637.528/72; Antônio Bornia, Brazilian citizen, widower, bank employee, ID
(RG) 11.323.129/SSP-SP, Individual Taxpayer’s ID (CPF) 003.052.609/44; Mário
da Silveira Teixeira Júnior, Brazilian citizen, married, bank employee, ID (RG)
3.076.007-0/SSP-SP, Individual Taxpayer’s ID (CPF) 113.119.598/15; Márcio
Artur Laurelli Cypriano, Brazilian citizen, married, bank employee, ID (RG)
2.863.339-8/SSP-SP, Individual Taxpayer’s ID (CPF) 063.906.928/20; João
Aguiar Alvarez, Brazilian citizen, married, agronomist, ID (RG) 6.239.718-7/SSPSP, Individual Taxpayer’s ID (CPF) 029.533.938/11; Denise Aguiar Alvarez
Valente, Brazilian citizen, married, educator, ID (RG) 5.700.904-1/SSP-SP,
Individual Taxpayer’s ID (CPF) 032.376.698/65, all of them domiciled at Cidade de
Deus, Vila Yara, Osasco, State of São Paulo; and Ricardo Abecassis Espírito
Santo Silva, Portuguese citizen, married, economist, ID (RNE) W055119-Y, issued
by SE/DPMAF/DPF, Individual Taxpayer’s ID (CPF) 692.405.237/15, and Francisco
Ravara Cary, Portuguese citizen, married, business administrator, ID (RNE)
V225463-V, issued by SRE/DPMAF/DPF, Individual Taxpayer’s ID (CPF)
054.653.167/99, both domiciled at Avenida Brigadeiro Faria Lima, 3.729, 8 o
andar, Itaim Bibi, São Paulo, SP. The reelected Board Members declared, under the
legal penalties, that they are not hindered to manage a mercantile company due to
criminal conviction; c) regarding the election of the Fiscal Council’s members, the
Chairman explained that, pursuant to item “a” of Paragraph 4 of Article 161 of Law
#6,404, of December 15, 1976, stockholders owing preferred stocks should appoint
an Effective Board Member and respective Substitute, when a) the stockholder
Caixa de Previdência dos Funcionários do Banco do Brasil - PREVI, holding 1.6263%
of the preferred stocks, represented by Ms. Circe Beatriz de Lima, appointed Mr.
Ubirajara Freitas Porto, Brazilian citizen, married, Federal Savings Bank employee,
ID (RG) 1.251.704/SSP-DF, Individual Taxpayer’s ID (CPF) 029.778.770/53,
residing and domiciled at Rua Húngara, 157, apartamento 71, Vila Ipojuca, São
Paulo, SP, as Effective Member, and Mr. Remy Nadir Roy, Brazilian citizen, married,
attorney, ID (RG) 24.143.838-X, Individual Taxpayer’s ID (CPF) 005.648.509/34,
residing and domiciled at Rua Branca Tomás Pereira, 751, Santa Cruz, Mairiporã,
SP, as Substitute; b) the stockholders Henrique Borenstein and Alain Charles
Edouard Moreau, represented by Mr. Carlos Laurindo Barbosa; and Carlos Mariani
Bittencourt, by own position and also representing Anna Helena Mariani Bittencourt,
appointed Mr. Manuel Maria Pulido Garcia Ferrão de Sousa, Portuguese citizen,
single, business administrator, ID (RNE) V198811-L, Individual Taxpayer’s ID (CPF)
214.656.938/74, domiciled at Rua Jerônimo da Veiga, 225, apartamento 31, Jardim
Europa, São Paulo, SP ,as Effective Member, and Mr. Frederico dos Reis de
Arrochela Alegria, Portuguese citizen, married, business administrator, ID (RNE)
V289.359-7, issued by SRE/DPMAF/DPF, Individual Taxpayer’s ID (CPF)
055.924.357/03, residing and domiciled at Rua Salvador Cardoso, 48, apartamento
131, Chácara Itaim, São Paulo, SP, as Substitute, an appointment also supported
by stockholders Antônio Beltran Martinez, also represented by Mr. Carlos Laurindo
Barbosa, and Espólio de Amador Aguiar, represented by the executor of his estate,
Mr. Affonso CollaFrancisco Júnior, The Latin America Equity Fund, Inc. and Capital
Guardian Emerging Markets Restricted Equity Fund for Tax-Exempt Trusts,
represented by BankBoston Banco Múltiplo S.A., this latter by its attorney, Ms. A
nali Penteado Buratin , and SSgA Emerging Markets Fund, Commonwealth of
Pennsylvania Public State Employees’Ret. System, Brazil Value and Growth Fund,
Central States Southeast and Southwest Areas Pension Fund, California State
Teachers Retirement System and The Master Trust Bank of Japan, Ltd. RE:
MTBC400035147, represented by Citibank N.A. – Brazilian branch, this latter by its
attorney, Ms. Anali Penteado Buratin, holding together 3.6825% of the preferred
stocks. Following, the Chairman informed the names appointed by the above
mentioned stockholders holding preferred shares for analysis and voting, resulting
in the election of the members Manuel Maria Pulido Garcia Ferrão de Sousa,
Effective Member, and Frederico dos Reis de Arrochela Alegria, Substitute, by
the votes of stockholders representing 3.6825% of preferred stocks, being
registered that the candidates of Caixa de Previdência dos Funcionários do Banco
do Brasil - PREVI received 1.6263% of the votes. Following, Mr. Lázaro de Mello
Brandão, representing the controlling stockholders of this Company, Cidade de
Deus - Companhia Comercial de Participações, Fundação Bradesco, NCF
Participações S.A. and Nova Cidade de Deus Participações S.A., appointed Messrs.
Cassiano Ricardo Scarpelli, Brazilian citizen, married, economist, ID (RG)
16.290.774-6/SSP-SP, Individual Taxpayer’s ID (CPF) 082.633.238/27, and Osmar
Roncolato Pinho, Brazilian citizen, married, attorney, ID (RG) 6.468.543/SSP-SP,
Individual Taxpayer’s ID (CPF) 689.926.298/34, as Effective Members; and Messrs.
João Batista de Moraes, Brazilian citizen, married, attorney, ID (RG)
8.780.236/SSP-SP, Individual Taxpayer’s ID (CPF) 863.025.078/04, and José Luis
Elias, Brazilian citizen, married, attorney, ID (RG) 6.490.350/SSP-SP, Individual
Taxpayer’s ID (CPF) 719.038.288/72, as respective Substitutes, all of them
domiciled at Cidade de Deus, Vila Yara, Osasco, SP. Then, the Chairman said that
the elected Board Members’ term of office will be effective up to the 2007 General
Stockholders’ Meeting, and that they fulfill the conditions provided in Article 162 of
Law #6,404, of December 15, 1976, and they declared, under the legal penalties,
that they are not hindered to manage a mercantile company due to criminal
conviction. Accordingly, the Fiscal Council remains constituted as follows: Effective
Members: Cassiano Ricardo Scarpelli, Osmar Roncolato Pinho and Manuel Maria
Pulido Garcia Ferrão de Sousa; Substitutes: João Batista de Moraes, José Luis
Elias and Frederico dos Reis de Arrochela Alegria. Regardingthe compensation of
the Fiscal Council’s members, it was established a monthly amount of R$4,500.00
for each of them, pursuant to provisions in Paragraph 3 of Article 162 of Law
#6,404/76. Substitutes will only be paid when replacing Effective Members in case
of vacancy; d) the following amounts were established: 1) the Administrators’
annual global compensation amount, up to R$7,100,000.00, to be distributed in a
Meeting of the Board of Directors, to the members of the Board of Directors and
Board of Executive Officers, pursuant to item “q” of Article 10 of the Company’s
Bylaws; 2) the funds allocation, up to R$4,000,000.00, to support the
Administrators’ Open Complementary Pension Plans, within the pension plan
targeted at the Company’s Employees and Administrators. Publication of the
Minutes: the publication was authorized under the form provided in Paragraph 2 of
the Article 130 of Law #6,404/76. Deliberations Quorum: Deliberations were
approved by absolute majority of votes. Legally hindered stockholders refrained
from voting. Minutes’ Approval and Signature:these minutes were drawn up,
read and approved by all attending stockholders and subsequently were signed,
including by the representative of Deloitte Auditores Independentes, Mr. Maurício
Pires de Andrade Resende, pursuant to paragraph 1 of Article 134 of Law
#6,404/76. Signatures) Chairman: Lázaro de Mello Brandão; Secretary: Romulo
Nagib Lasmar.