Ethan Frome

Banco Bradesco S.A.
Corporate Taxpayer’s ID (CNPJ) # 60.746.948/0001-12
Corporate Registry ID (NIRE) # 35.300.027.795
Publicly-Held Company
Minutes of the Annual and Special Stockholders’ Meetings held on
March 12th, 2007
Date, Time and Place: the meeting was held on March 12th, 2007, at 4:00 p.m., at
the Company’s headquarters located in Cidade de Deus, Vila Yara, city of Osasco,
state of São Paulo, in the “Salão Nobre”, on the 5th floor of Prédio Novo.
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: Carlos Alberto Rodrigues Guilherme. Agenda: Annual
Stockholders’ Meeting: 1. to approve the Administration’s accounts, examine,
discuss and vote the Management Report, the Financial Statements, including the
allocation of Net Income, the Independent Auditors and Fiscal Council’s Reports
and the Summary of the Audit Committee Report, related to the fiscal year ended
on 12.31.2006; 2. to elect the Board of Directors’ members, being necessary,
pursuant to Instructions # 165, as of 12.11.91, and # 282, as of 6.26.98, issued by
CVM (Brazilian Securities and Exchange Commission), a minimum percentage of
5% of the voting capital so that stockholders may request the adoption of the
multiple vote process; 3. to elect the Fiscal Council’s members, pursuant to Article
161 of Law # 6,404/76; 4. to establish the Administration’s global annual
compensation, pursuant to the provisions of the Company’s Bylaws; Special
Stockholders’ Meeting: 1. to examine the Board of Directors’ proposal to increase
the capital stock in the amount of R$3,800,000,000.00, from R$14,200,000,000.00
to R$18,000,000,000.00, by using part of the balance of the “Profit Reserve Statutory Reserve” account, attributing to the Company’s stockholders, free of
charge, as stock bonus, 1 (one) new stock, of the same type, for each stock held.
The stock bonus will be granted on a date to be disclosed to the market, after the
process is approved by the Brazilian Central Bank. Simultaneously to the Brazilian
Market operation, and in the same proportion, the stock bonus will benefit DR
(Depositary Receipts) holders in the U.S. (NYSE) and European (Latibex)
Markets; 2. to amend the “caput” of Article 6 of the Company’s By-Laws, as a
result of the previous item. Previous Publications: a) the Notice referred to in
Article 133 of Law # 6,404/76 was published on February 10th, 13th and 14th, 2007,
in the newspaper “Official Gazette of the State of São Paulo”, respectively, pages
12, 36 and 83, and in the newspaper “Diário do Comércio”, on February 12th, 13th
and 14th, 2007, respectively, pages 2, 2 and 4; b) the documents mentioned in
./.
Minutes of the Annual and Special Stockholders’ Meetings of
Banco Bradesco S.A. held on March 12th, 2007 - Corporate
Taxpayer’s ID (CNPJ) # 60.746.948/0001-12 - Corporate
Registry
ID
(NIRE)
#
35.300.027.795.
.2.
Article 133 of Law # 6,404/76, which are the Management Report, the Financial
Statements and the Reports of Independent Auditors and the Fiscal Council, and
the Summary of the Audit Committee Report, referring to the fiscal year ended on
December 31st, 2006, were published on February 27th, 2007, in the newspapers
“Official Gazette of the State of São Paulo”, pages 47 to 74, and “Diário do
Comércio”, pages 5 to 18, including, pursuant to Article 249 of Law # 6,404/76,
the Consolidated Statements, including Overseas Branches, controlled companies
and directly and indirectly shared-control companies, in the country and abroad; c)
the Call Notice was published on March 22nd, 23rd and 27th, 2006, in the
newspapers “Official Gazette of the State of São Paulo”, pages 13, 26 and 12,
respectively, and “Diário do Comércio”, page 2, respectively. Reading of
Documents: all documents mentioned above in “previous publications” item were
read, placed on the table and delivered for stockholders’ evaluation. Resolutions of
the Annual Stockholders’ Meeting: the subjects included in the Agenda were
opened for discussion and voting, resulting in the following resolutions: 1. the
Management’s accounts, the Management Report, the Financial Statements,
including the allocation of the Net Income, the Reports of Independent Auditors
and the Fiscal Council, and the Summary of the Audit Committee Report, referring
to the fiscal year ended on December 31st, 2006, were fully approved; 2. the
following members of the Company’s Board of Directors, whose term of office
will be effective up to the 2008 Annual Stockholders’ Meeting, were reelected:
Lázaro de Mello Brandão, Brazilian, married, bank employee, Identity Card (RG)
1.110.377/SSP-SP, Individual Taxpayer’s ID (CPF) 004.637.528/72; Antônio
Bornia, Brazilian, widower, bank employee, Identity Card (RG) 11.323.129/SSPSP, Individual Taxpayer’s ID (CPF) 003.052.609/44; Mário da Silveira Teixeira
Júnior, Brazilian, married, bank employee, Identity Card (RG) 3.076.007-0/SSPSP, Individual Taxpayer’s ID(CPF) 113.119.598/15; Márcio Artur Laurelli
Cypriano, Brazilian, married, bank employee, Identity Card (RG) 2.863.3398/SSP-SP, Individual Taxpayer’s ID(CPF) 063.906.928/20; João Aguiar Alvarez,
Brazilian, married, agricultural engineer, Identity Card (RG) 6.239.718-7/SSP-SP,
Individual Taxpayer’s ID (CPF) 029.533.938/11; Mrs. Denise Aguiar Alvarez
Valente, Brazilian, married, educator, Identity Card (RG) 5.700.904-1/SSP-SP,
Individual Taxpayer’s ID (CPF) 032.376.698/65, all of them domiciled in Cidade
./.
Minutes of the Annual and Special Stockholders’ Meetings of
Banco Bradesco S.A. held on March 12th, 2007 - Corporate
Taxpayer’s ID (CNPJ) # 60.746.948/0001-12 - Corporate
Registry
ID
(NIRE)
#
35.300.027.795.
.3.
de Deus, Vila Yara, city of Osasco, state of São Paulo; and Messrs. Raul Santoro
de Mattos Almeida, Brazilian, married, engineer, Identity Card (RG)
5.262.380/SSP-SP, Individual Taxpayer’s ID (CPF) 897.592.908/63, domiciled at
9 Horton Ct, W. Harrison, New York, USA; and Ricardo Espírito Santo Silva
Salgado, Portuguese, married, bank employee, Alien Registration Card (RNE)
W473612-Z, issued by SE/DPMAF/DPF, Individual Taxpayer’s ID (CPF)
385.154.827-20, domiciled at Rua Pedra da Nau, 141, Cascais, Portugal, whose
names will be submitted to the approval of the Central Bank of Brazil, upon which
they will take office. The reelected Board Members declare, under the legal
penalties, that they are not prevented from performing the management of a
commercial company due to criminal conviction; 3. regarding the Fiscal Council
members’ election, the Chairman explained that, pursuant to the provisions of item
“a” of Fourth Paragraph of Article 161 of Law # 6,404, as of December 15, 1976,
stockholders owing preferred stocks should appoint a Sitting Member and his/her
respective Deputy, when: a) the stockholder Caixa de Previdência dos
Funcionários do Banco do Brasil – PREVI, holding 3.4740% of the preferred
stocks, represented by Mrs. Raquel Dal Lago Di Froscia Rodrigues, appointed Mr.
Osvaldo Roberto Nieto, Brazilian, married, accountant, Alien Registration Card
(RNE) W676628-S/SE/DPMFA/D, Individual Taxpayer’s ID (CPF)
703.427.418/53, domiciled at Rua Marechal Hastimphilo de Moura, 338, Bloco B,
apto. 14C, city of São Paulo, state of São Paulo, as Sitting Member, and Mr.
Maurício Rocha Neves, Brazilian, separated, accountant, Identity Card (RG)
073.676.579/IFP-RJ, Individual Taxpayer’s ID (CPF) 871.201.867/87, domiciled
at Rua Carlos Peixoto, 80 – 804, Botafogo, city of Rio de Janeiro, state of Rio de
Janeiro, as Deputy Member; b) the stockholders Banco Espírito Santo, S.A. and
Companhia de Seguros Tranquilidade – Vida, S.A., represented by their attorneyin-fact, Mrs. Mércia Carmeline Alves Bruno; and Gespar Participações Ltda.,
represented by its Executive Officer, Mrs. Mércia Carmeline Alves Bruno, holding
0.1693% of the preferred stocks, appointed to compose the Fiscal Council Mr.
Domingos Aparecido Maia, Brazilian, married, accountant, Identity Card (RG)
7.220.493-X/SSP-SP, Individual Taxpayer’s ID (CPF) 714.810.018/68, domiciled
at Avenida Epitácio Pessoa, 2,300, apt. 803, Block 2, Lagoa, city of Rio de
Janeiro, state of Rio de Janeiro, Sitting Member, and Mr. João Batistela Biazon,
./.
Minutes of the Annual and Special Stockholders’ Meetings of
Banco Bradesco S.A. held on March 12th, 2007 - Corporate
Taxpayer’s ID (CNPJ) # 60.746.948/0001-12 - Corporate
Registry
ID
(NIRE)
#
35.300.027.795.
.4.
Brazilian, married, investor, Identity Card (RG) 549.241/SSP-PR, Individual
Taxpayer’s ID (CPF) 003.505.919/20, domiciled at Rua Gaivota, 886, apto. 81,
Moema, city of São Paulo, state of São Paulo, Deputy Member. His appointment
was also supported by the stockholders The Bank of Tokyo - Mitsubishi UFJ Ltd.,
represented by its attorney-in-fact, Mr. Toshifumi Murata; Espólio de Amador
Aguiar, represented by his executor, Mr. Affonso CollaFrancisco Júnior; Ana Eliza
Aguiar Morelli Ramos, Clarisse Aguiar Alvarez, Daniel Aguiar Morelli and
Rubens Aguiar Alvarez, represented by their attorney-in-fact, Mr. Antônio Álvaro
Mascaro de Tella; Alain Charles Edouard Moreau, represented by his attorney-infact, Mr. Carlos Laurindo Barbosa; Carlos Mariani Bittencourt, by own position
and also representing Anna Helena Mariani Bittencourt; Henrique Borenstein;
Pablo Enrique Kaminitz; Roberto Kaminitz; Aegon Custody B. V.; AGF Emerging
Markets Value Fund; Axa Rosenberg Emerging Markets Institutional Fund LLC;
Central States Southeast and Southwest Areas Pension Fund; Fidelity Advisor
Series VIII: Latin America Fund; Fidelity Emerging Markets Fund; Fidelity
Investment Trust Latin America Fund; Fidelity Latin America Fund; Florida
Retirement System Trust Fund; Florida State Board of Administration; Global
Investment Fund; Lombard, Odier, Darier Hentsch & Cie; Ohio Police and Fire
Pension Fund; Pacific Funds - PF Oppenheimer Emerging Markets Fund;
PanAgora Group Trust; Philips Electronics North America Corporation Master
Retirement Trust; Raytheon Company Master Trust; Texas Education Agency; The
Brazil Value and Growth Fund; The Master Trust Bank of Japan, Ltd. RE:
MTBC400035147; The Pension Reserves Investment Management Board; UPS
Retirement Plan; Vanguard Emerging Markets Stock Index Fund; Virginia
Retirement System; Wells Fargo Master Trust Diversified Stock Portfolio,
represented by Citibank N.A., which was represented by its attorney-in-fact Mr.
Alexsandro de Souza Popovic, holding together 7.4051% of the preferred stocks.
Subsequently, the Chairman informed the names appointed by the above
mentioned stockholders holding preferred stocks for analysis and voting, resulting
in the election of the members Domingos Aparecido Maia, Sitting Member, and
João Batistela Biazon, Deputy Member, by the votes of stockholders representing
7.5744% of preferred stocks, being registered that the candidates of Caixa de
Previdência dos Funcionários do Banco do Brasil – PREVI received 3.4740% of
./.
Minutes of the Annual and Special Stockholders’ Meetings of
Banco Bradesco S.A. held on March 12th, 2007 - Corporate
Taxpayer’s ID (CNPJ) # 60.746.948/0001-12 - Corporate
Registry
ID
(NIRE)
#
35.300.027.795.
.5.
the votes, abstaining from voting the other attending stockholders holding
preferred stocks. Subsequently, the stockholders Cidade de Deus - Companhia
Comercial de Participações and Fundação Bradesco, the controlling stockholders
of this Bank, represented by Mr. Lázaro de Mello Brandão, appointed Messrs. José
Roberto Aparecido Nunciaroni, Brazilian, married, accountant, Identity Card
(RG) 4.369.527/SSP-SP, Individual Taxpayer’s ID (CPF) 228.965.628/34,
domiciled at Rua Domingos Lopes da Silva, 600, ap. 102, 10th floor, Vila Suzana,
city of São Paulo, state of São Paulo, and Ricardo Abecassis Espírito Santo Silva,
Portuguese, married, economist, Alien Registration Card (RNE) W055119-Y,
issued by SE/DPMAF/DPF, Individual Taxpayer’s’ ID (CPF) 692.405.237/15,
domiciled at Avenida Brigadeiro Faria Lima, 3,729, 8th floor, city of São Paulo,
state of São Paulo, Sitting Members, and Messrs. Nelson Lopes de Oliveira,
Brazilian, married, economist, Identity Card (RG) 3.962.261/SSP-SP, Individual
Taxpayer’s ID (CPF) 036.974.608/20, domiciled at Rua Iperó, 91, apt. 41, Jardim
das Bandeiras, city of São Paulo, state of São Paulo, and Renaud Roberto
Teixeira, Brazilian, married, investor, Identity Card (RG) 3.022.895/SSP-SP,
Individual Taxpayer’s ID (CPF) 057.180.078/53, domiciled at Rua Pascal, 260,
apt. 81, Condomínio Domaine Deauchamps, Campo Belo, city of São Paulo, state
of São Paulo, respective Deputy Members. Then, the Chairman said that the
elected Board Members’ term of office will be effective up to the 2008 Annual
Stockholders’ Meeting, and that they will take office after their names are
approved by the Central Bank of Brazil, and that they comply with the conditions
set forth in Article 162 of Law # 6,404, as of December 15, 1976, and declared,
under legal penalties, that they are not prevented from performing the management
of a commercial company due to criminal conviction. Thus, the Fiscal Council is
constituted as follows: Sitting Members: Domingos Aparecido Maia, José Roberto
Aparecido Nunciaroni and Ricardo Abecassis Espírito Santo Silva; Deputy
Members: João Batistela Biazon, Nelson Lopes de Oliveira and Renaud Roberto
Teixeira. Regarding the compensation of Fiscal Council’s members, it was
established a monthly amount of R$7,500.00 for each of them, pursuant to the
provisions of Third Paragraph of Article 162 of Law # 6,404/76, and Deputy
Members will only be paid when replacing Sitting Members in case of vacancy; 4)
the following amounts were established: a) the Management’s annual global
./.
Minutes of the Annual and Special Stockholders’ Meetings of
Banco Bradesco S.A. held on March 12th, 2007 - Corporate
Taxpayer’s ID (CNPJ) # 60.746.948/0001-12 - Corporate
Registry
ID
(NIRE)
#
35.300.027.795.
.6.
compensation amount, up to R$170,000,000.00, 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 “n” of Article 9 of the Bylaws; b) the funds
allocation, up to R$200,000,000.00, to support the Management’s Open
Complementary Pension Plans, within the Pension Plan targeted at the Employees
and the Management of Bradesco Organization. Resolution of the Special
Stockholders’ Meeting: the matters of the agenda were discussed and voted, and
the proposal of the Board of Directors, recorded in the Special Meeting # 1,204, of
that Body, as of February 7, 2007, transcribed as follows, was approved by the
attending stockholders, without limitations: “To increase the capital stock in the
amount of R$3,800,000,000.00, increasing from R$14,200,000,000.00 to
R$18,000,000,000.00, by using part of the balance of the “Profit Reserve Statutory Reserve” account, attributing to the Company’s stockholders, free of
charge, as bonus stock, 1 (one) new stock, of the same type, for each stock held.
The bonus stock will be disclosed to the market by Bradesco, after the process
being approved by the Brazilian Central Bank. Simultaneously to the operation in
the Brazilian Market, and in the same proportion, the stock bonus will benefit the
DRs - Depositary Receipts in the U.S. (NYSE) and European (Latibex) Markets, as
investors will receive 1 (one) new DR for each DR held, which will continue to be
traded in the proportion of one (1) preferred stock for 1 (one) DR, in the respective
markets. The operation aims at adjusting the price of the stocks in the market to a
more attractive level for trading, providing an improved liquidity to the stocks, not
implying an increase in the distribution of monthly dividends and/or interest on
own capital. Thus, the monthly interest on own capital to be declared after
including the bonus stock in stockholders’ position will be adjusted, from
R$0.036052500 to R$0.018026250 per common stock and from R$0.039657750
to R$0.019828875 per preferred stock, so that the stockholders will continue
receiving equal amount of Interest. Current stocks issued by the Company will
continue to be traded, entitled to stock bonus, and new stocks will be made
available for trading after the approval of the respective process by the Brazilian
Central Bank and included in the stockholders’ position, which will be purpose of
future announcement to the market. The unit price to be attributed to the bonus
stocks, pursuant to the provisions in Paragraph 1 of Article 25 of the Brazilian
./.
Minutes of the Annual and Special Stockholders’ Meetings of
Banco Bradesco S.A. held on March 12th, 2007 - Corporate
Taxpayer’s ID (CNPJ) # 60.746.948/0001-12 - Corporate
Registry
ID
(NIRE)
#
35.300.027.795.
.7.
Internal Revenue Service Regulatory Instruction # 25, as of March 6, 2001, will be
informed on the date of the Meeting. Bonus Stock Rights - Stocks resulting from
the stock bonus will be entitled to monthly dividends and/or interest on own
capital, and possibly complementary dividends and/or interest to be declared as
from the date the new stocks are included in the stockholders’ position. Those
stocks will also be fully entitled to possible advantages attributed to other stocks as
from the aforementioned date”. Proceeding with the works, as a result of the
approval of 100% (one hundred per cent) stock bonus to stockholders, the
Chairman declared that: 1. 1,000,679,724 non-par, registered, book-entry stocks
will be issued, of which 500,042,656 are common stocks and 500,637,068 are
preferred stocks, and attributed to the Company’s stockholders, on a free basis, as
stock bonus, 1 (one) new stock of the same type for each stock held; 2.
Simultaneously to the Brazilian Market operation, and in the same proportion, the
stock bonus will occur in the form of DRs - Depositary Receipts in the U.S.
(NYSE) and European (Latibex) Markets, attributing to the DRs holders 1 (one)
new DR for each DR held, which will continue to be traded in the proportion of 1
(one) preferred stock to each DR, in the respective markets; 3. The record date of
the stock bonus right will be announced to the market by the Company after the
process is ratified by the Central Bank of Brazil; 4. The stocks issued by the
Company will continue to be traded, entitled to stock bonus and new stocks will be
made available for trading after the respective process is approved by the Central
Bank of Brazil and after their inclusion in the stockholders’ position, which will be
announced to the market; 5. The unit cost attributed to the bonus stocks is
R$3.797418803 pursuant to the provisions in Paragraph 1 of Article 25 of the
Brazilian Internal Revenue Service Regulatory Instruction # 25, as of March 6,
2001; 6. The monthly interest on own capital to be declared after including the
bonus stocks in the stockholders’ position, will have their amounts adjusted from
R$0.036052500 to R$0.018026250 per common stock and from R$0.039657750 to
R$0.019828875 per preferred stock, so that stockholders continue receiving equal
amount of Interest; 7. The “caput” of Article 6 of Bradesco’s Bylaws will take
effect with the following wording, after the process is ratified by the Central Bank
of Brazil: “Article 6) The Capital Stock is R$18,000,000,000.00 (eighteen
billion reais), divided into 2,002,321,048 (two billion, two million, three hundred
./.
Minutes of the Annual and Special Stockholders’ Meetings of
Banco Bradesco S.A. held on March 12th, 2007 - Corporate
Taxpayer’s ID (CNPJ) # 60.746.948/0001-12 - Corporate
Registry
ID
(NIRE)
#
35.300.027.795.
.8.
twenty one thousand, forty eight) non-par registered book-entry stocks, of which
1,000,866,112 (one billion, eight hundred sixty six thousand, one hundred twelve)
are common stocks and 1,001,454,936 (one billion, one million, forty hundred fifty
four thousand, nine hundred thirty six) are preferred stocks.”. Subsequently, the
Chairman said that the matter presently approved will only be effective after the
approval of the Central Bank of Brazil, and compliance with all legal requirements
for filing at the Board of Trade and due publication. Publication of the Minutes:
the publication was authorized as provided for in Paragraph Two of the Article
130 of Law # 6,404/76. Quorum of Resolutions: Annual Stockholders’ Meeting:
all resolutions were approved by the attending stockholders, abstaining from
voting those legally prevented. Special Stockholders’ Meeting: unanimous vote of
the attending stockholders. Approval and Execution of the Minutes: After being
drawn up and read, these Minutes were approved and signed by all the attending
stockholders, including the representative of PricewaterhouseCoopers Auditores
Independentes, Regional Accounting Council (CRC) # 2SP000160/O-5, Mr.
Washington Luiz Pereira Cavalcanti, Accountant, Regional Accounting Council
(CRC) # 1SP172940/O-6, pursuant to the provisions of First Paragraph of Article
134 of Law # 6,404/76. Signatures: Chairman: Lázaro de Mello Brandão;
Secretary: Carlos Alberto Rodrigues Guilherme.
./.