MINUTES OF THE ANNUAL GERAL MEETING HELD ON MARCH 30, 2006

Transcription

1 1. EVENT: Partners Annual General Meeting. 2. COMPANY: M. DIAS BRANCO, Corporate Taxpayer s ID (CNPJ) / , Corporate Registry ID (NIRE) TIME, DATE AND PLACE: at 9:00 am, on March 30, 2006, at the company s headquarters, located at Rodovia BR 116, Km 18, in the city of Eusébio, State of Ceará. 4. PRESIDING BOARD: Composed by partners (Chairman) and Maria das Graças Dias Branco da Escóssia (Secretary). 5. ATTENDANCES: Partners representing the Company s total capital stock, who are the following: FRANCISCO IVENS DE SÁ DIAS BRANCO, Identity Card no (SPSP-CE) and Individual Taxpayer s Register/Ministry of Finance/Ministry of Finance (CPF/MF) , with a % interest in the Company s capital stock; IDIBRA PARTICIPAÇÕES LTDA., Corporate Taxpayer s ID (CNPJ/MF) / , Corporate Registry ID (NIRE) , with a % interest in the Company s capital stock, herein represented by its Chief Executive Officer FRANCISCO IVENS DE SÁ DIAS BRANCO, identified above; M. DIAS BRANCO ADMINISTRAÇÃO E PARTICIPAÇÕES LTDA., Corporate Taxpayer s ID (CNPJ/MF) no / , Corporate Registry ID (NIRE) , with a % interest in the Company s capital stock, herein represented by its Chief Executive Officer FRANCISCO IVENS DE SÁ DIAS BRANCO, previously identified; SELMA DE SÁ VIDAL DIAS BRANCO, Identity Card no (SSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % interest in the Company s capital stock; NEIDE VIDAL DE SÁ DIAS BRANCO, Identity Card no (SSP-RJ) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % interest in the Company s capital stock; FRANCISCO IVENS DE SÁ DIAS BRANCO JÚNIOR, Identity Card no (SPSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % interest in the Ccompany s capital stock; FRANCISCO MARCOS SARAIVA LEÃO DIAS BRANCO, Identity Card no (SSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % interest in the Company s capital stock; MARIA REGINA SARAIVA LEÃO DIAS BRANCO XIMENES, Identity Card no (SSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % interest in the Company s capital stock; MARIA DAS GRAÇAS DIAS BRANCO DA ESCÓSSIA, Identity Card no (SSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % interest in the Company s capital stock; FRANCISCO CLÁUDIO SARAIVA LEÃO DIAS BRANCO, Identity Card no (SSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % in the Company s capital stock; MÁRCIA MARIA SILVESTRE DIAS BRANCO, Identity Card no (SSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % interest in the Company s capital stock; MARIA SILVESTRE DIAS BRANCO, Identity Card no (SSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no. 1/6

2 , with a % interest in the Company s capital stock; and MANUEL DIAS BRANCO NETO, Identity Card no (SSP-CE), and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , with a % interest in the Company s capital stock. 6. CALL: The call formalities were waived due to the attendance of all partners, pursuant to paragraph 2 of article 1,072 of the Brazilian Civil Code and paragraph 7 of the clause 9 of the Articles of Association. 7. AGENDA: The following items were in the agenda of the meeting: 7.1. To take the managers accounts and resolve on the Financial Statements, Notes to the Financial Statements and reports of the Independent Auditors, related to the fiscal year ended on December 31, 2005, inclusively as to the allocation of the net income for the year (paragraph 12 of clause 9 and paragraph 6 of clause 11 of the Articles of Association); 7.2. To determine the global amount of the compensation to be paid in the fiscal year of 2006 to the managers, entitled officers (clause 8 of the Articles of Association); 7.3. To reelect the Company s current Board of Executive Officers for a new term of office of three (3) years, 2006/2009, ending at the General Meeting that resolves on the Financial Statements which will end on December 31, 2009 (paragraph 3 of clause 7, of the Articles of Association); and 7.4. To state that the positions of TECHNICAL OFFICER - COOKIES DIVISION FORTALEZA PLANT ; TECHNICAL OFFICER GMA COOKIES DIVISION GMA ; TECHNICAL OFFICER GMP MILL DIVISION ; AND, TECHNICAL OFFICER GMA MILL DIVISION will remain vacant. 8. RESOLUTION TAKEN BY UNANIMOUS VOTE: The matters in the Agenda were examined, discussed, voted and approved by unanimous vote by all the partners attending the meeting, with no impediment, summarized as follows: 8.1. The managers accounts were taken and the Financial Statements, Notes to the Financial Statements and reports of the Independent Auditors, related to the fiscal year ended on December 31, 2005 were resolved, stating that the Financial Statements were submitted to the partners who are not managers, as set forth in letter a of paragraph 13 of clause 9 of the Articles of Association; 8.2. Regarding the net income generated in the social year under analysis, the allocation of the amounts proposed by the Board of Executive Officers and in the Financial Statements presented was approved. Such allocation complies with, for the purpose of the constitution of the Exemption/Reduction of the Income Tax Reserve, the provisions of the applicable tax legislation (article 545 of Decree 3,000 of 1999) and for the other reserves the provisions of the Articles of Association (clause 11, paragraph 6, letters a and b, and paragraph 11, of the Articles of Association), and the remaining balance is retained in the Retained Earnings Accounts, for subsequent resolution of the Company. 2/6

3 8.3. The global amount of six million, five hundred thousand reais (R$6,500,000.00) was established for the payment of the officers fees, for the year of 2006, and it is incumbent upon the Chief Executive Officer to attribute the amounts destined for each Officer based on clause 8 of the Articles of Association; 8.4. The Company s current Board of Executive Officers was reelected for a new term of office of three (3) years, 2006/2009, ending at the General Meeting that resolves on the Financial Statements for the year which will end on December 31, 2009, as specified as follows: (i) (ii) (iii) (iv) Mr. FRANCISCO IVENS DE SÁ DIAS BRANCO, a Brazilian citizen, born in the city of Fortaleza, State of Ceará, married in community property ruling, businessman, domiciled in Fortaleza, capital city of the State of Ceará, at Av. Beira Mar, no. 3500, apto. 1600, Meireles, CEP , Identity Card no (SPSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) , for the position of CHIEF EXECUTIVE OFFICER; Mrs. MARIA CONSUELO SARAIVA LEÃO DIAS BRANCO, a Brazilian citizen, born in the city of Senador Pompeu, State of Ceará, married in community property ruling, businesswoman, domiciled in the city of Fortaleza, State of Ceará, at Av. Beira Mar, no. 3500, apto. 1600, CEP , Identity Card no (SPSP-CE) and Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of Executive Vice President; Mr. FRANCISCO IVENS DE SÁ DIAS BRANCO JÚNIOR, a Brazilian citizen, married, businessman, born in the city of Fortaleza, State of Ceará, domiciled in the city of Fortaleza, State of Ceará, at Rua Zuca Acioli, no. 505, Dunas, CEP , Identity Card no (SPSP-CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of SUPERINDENT OFFICER; Mr. FRANCISCO MARCOS SARAIVA LEÃO DIAS BRANCO, a Brazilian citizen, judicially separated, businessmen, born in the city of Fortaleza, State of Ceará, domiciled in the city of Fortaleza, State of Ceará, at Av. Beira-Mar, no. 3956, apto. 2400, Mucuripe, CEP , Identity Card no (SSP-CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of CORPORATE COMMERCIAL OFFICER; (v) Mrs. MARIA REGINA SARAIVA LEÃO DIAS BRANCO XIMENES, a Brazilian citizen, married, married in partial community property ruling, businesswoman, born in the city of Fortaleza, State of Ceará, domiciled in the city of Fortaleza, State of Ceará, at Rua Paula Barros, no. 45, Meireles, CEP , Identity Card no (SSP-CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of CORPORATE ADMINISTRATIVE OFFICER; 3/6

4 (vi) (vii) Mrs. MARIA DAS GRAÇAS DIAS BRANCO DA ESCÓSSIA, a Brazilian citizen, married in separate property ruling, attorney, born in the city of Fortaleza, State of Ceará, domiciled at Rua Paula Barros, no. 45, apto. 1602, Meireles, in the city of Fortaleza, State of Ceará, CEP , Identity Card no (SSP-CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of CORPORATE INSTITUTIONAL RELATIONS OFFICER; Mr. FRANCISCO CLÁUDIO SARAIVA LEÃO DIAS BRANCO, a Brazilian citizen, married, mechanical engineer, born in the city of Fortaleza, State of Ceará, domiciled in the city of Fortaleza, State of Ceará, at Av. Beira-Mar, no , apto , Meireles, CEP , Identity Card no (SSP-CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of INDUSTRIAL OFFICER - CORPORATE MILLS DIVISION; (viii) Mrs. MARIA WILMA DE OLIVEIRA PATRÍCIO, a Brazilian citizen, born in the city of Pau dos Ferros, State of Rio Grande do Norte, divorced, businesswoman, domiciled in the city of Fortaleza, State of Ceará, at Av. Beira-Mar, no , apto , Praia de Iracema, CEP , Identity Card no (SSP-RN), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of CORPORATE FINANCIAL OFFICER; (ix) (x) (xi) (xii) Mr. LUIZ GERALDO VETORAZZI, a Brazilian citizen, married, business administrator, domiciled in the city of Fortaleza, State of Ceará, at Rua Henriqueta Galeno, no. 1080, apto. 2301, Dionísio Torres, CEP , Identity Card no (SSP-SP), Individual Taxpayer s Register/Ministry of Finance CPF(MF) no , for the position of INDUSTRIAL OFFICER CORPORATE COOKIES AND PASTA DIVISION; Mr. CELSO LUIZ GUEDES, a Brazilian citizen, married, licensed in biological sciences, domiciled at Rua Salvador Correia de Sá, no. 1370, bairro Edson Queiroz, in the city of Fortaleza, State of Ceará, CEP , Identity Card no (SSP-CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of TECHNICAL OFFICER FORTALEZA PLATN PASTA DIVISION; Mr. JORGE HUMBERTO PESSÔA LOPES, a Brazilian citizen, mechanical engineer, domiciled at Av. Santa Luzia, no. 149, apto. 2502, Horto Florestal, city of Salvador, State of Bahia, CEP , Identity Card no (SSP-BA), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of TECHNICAL OFFICER GMA PASTA DIVISION; Mrs. LAURÊNIA MARIA BRAGA DE ALBUQUERQUE, a Brazilian citizen, divorced, biochemist and attorney, domiciled at Rua Vicente Leite, no. 707, apto , Bairro Meireles, in the city of Fortaleza, State of Ceará, CEP , Professional Identity Card no. 828, issued by the Regional Council of Pharmacy of the State of Ceará (CRF-2), also registered in the 4/6

5 Brazilian Bar Association (OAB-CE) under no , Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of QUALITY OFFICER; (xiii) Sr. JOSÉ ÊNIO DOS SANTOS, a Brazilian citizen, married, tradesman, domiciled at Condomínio Parque Encontro das Águas, Quadra O, lote 01, Portão, in the city of Lauro de Freitas, State of Bahia, CEP , Identity Card no (SSP-BA), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of COMMERCIAL OFFICER GMA DIVISION; (xiv) Mr. LUIZ EUGÊNIO LOPES PONTES, a Brazilian citizen, married, civil engineer, domiciled at Rua Teatrólogo Silvano Sena, no , Dunas, in the city of Fortaleza, State of Ceará, CEP , Identity Card no (SSP- CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of COMMERCIAL OFFICER MILLS DIVISION; (xv) Mr. DANILO ALEXANDRE CIBELLA BADOLATO, a Brazilian citizen, married, business administrator, domiciled at Rua Frei Mansueto, no. 115, apto. 901, Edifício Jardim Itapuã, Meireles, in the city of Fortaleza, State of Ceará, CEP , Identity Card no (SSP-SP), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of COMMERCIAL OFFICER - GME DIVISION; (xvi) Mr. GERALDO LUCIANO MATTOS JÚNIOR, a Brazilian citizen, married, attorney, domiciled at Av. Rui Barbosa, no. 384, apto. 602, bairro Meireles, in the city of Fortaleza, State of Ceará, CEP , Identity Card no (SSP-CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of FINANCE OFFICER; (xvii) Mrs. RAQUEL MEDEIROS TEIXEIRA SAMPAIO, a Brazilian citizen, married, accountant, domiciled at Av. Santos Dumont, 7.007, apto. 1001, bairro Papicu, in the city of Fortaleza, State of Ceará, CEP , Identity Card no (SSP-CE), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of CONTROLLERSHIP OFFICER; (xviii) Mr. CARLOS BORGES DA COSTA, a Brazilian citizen, married, business administrator, domiciled in the city of Cotia, State of São Paulo, at Avenida Estácio de Sá, no , Condomínio São Paulo 2, Granja Viana II, CEP , Identity Card no (SSP-SP), Individual Taxpayer s Register/Ministry of Finance (CPF/MF) no , for the position of LOGISTICS OFFICER It was stated that the positions of TECHNICAL OFFICER FORTALEZA PLANT COOKIES DIVISION ; TECHNICAL OFFICER GMA COOKIES DIVISION ; TECHNICAL OFFICER GMP MILL DIVISION ; and, TECHNICAL OFFICER GMA MILL DIVISION will remain vacant. 5/6

6 8.6. The members of the Board of Directors attending the Meeting, elected herein, declared, under the penalties of law, that they are not hindered by any special law from exercising the management of the Company neither condemned or under effects of condemnation to a penalty that prohibits, even temporarily, the access to public position; or by crime of bankruptcy, malfeasance, bribery or subornation, graft, embezzlement; or against the welfare, against the national financial system, against the rules of competition defense, against the consumption relations, in full faith and credit or in property, invested in the positions for which they have been elected by means of an instrument of investiture drawn up in the company s records. 9. CLOSURE: As no other matters were presented to the meeting and as there were no dissidences and protests the meeting was closed, and these minutes drawn up, which, after being fully read and approved, by unanimous vote, are signed by the presiding board of the meeting and by the attending partners, and shall be filed in the Public Registry of Trading Companies. 10. DECLARATION: The members declare that one counterpart of these minutes, electronically typed and printed, only on the obverse, is included in the Book of Minutes of the Partners Meeting no. 2 of this Company. PRESIDING CHAIRMAN PRESIDING SECRETARY Maria das Graças Dias Branco da Escóssia PARTNERS by IDIBRA PARTICIPAÇÕES LTDA. Chief Executive Officer by M. DIAS BRANCO ADMI. E PARTICIPAÇÕES LTDA. Chief Executive Officer Selma de Sá Vidal Dias Branco Neide Vidal de Sá Dias Branco by Júnior Attorney-in-fact Francisco Marcos Saraiva Leão Dias Branco Maria Regina Saraiva Leão Dias Branco Ximenes Maria das Graças Dias Branco da Escóssia Francisco Cláudio Saraiva Leão Dias Branco 6/6

7 Márcia Maria Silvestre Dias Branco Maria Silvestre Dias Branco Manuel Dias Branco Neto 7/6