Board of the Meeting: Chairman: Lázaro de Mello Brandão; Secretary: Carlos Alberto Rodrigues Guilherme.

Transcription

1 Bradespar S.A. Corporate Taxpayer s ID No / Corporate Registry ID No Publicly-Held Company Summarized Minutes of the Cumulative Special and Annual Shareholders' Meetings held on April 24, 2015 Date, Time, Place: On April 24, 2015, at 4 p.m., at the Company s headquarters, Avenida Paulista, 1.450, 9 o andar, Cerqueira César, São Paulo, SP, CEP Board of the Meeting: Chairman: Lázaro de Mello Brandão; Secretary: Carlos Alberto Rodrigues Guilherme. Attendance: Company s shareholders representing more than two thirds of the voting capital stock. Legal Presence: Company s management and representatives of the Fiscal Council and of KPMG Auditores Independentes. Previous Publications: a) the documents mentioned in Article 133 of Law No. 6,404/76, comprising the Management Report, the Financial Statements, the Fiscal Council s Report and the Independent Auditors' Report related to the fiscal year ended on December 31, 2014 were published on March 20, 2015, in the newspapers "Diário Oficial do Estado de São Paulo", pages 21 to 25, and "Valor Econômico", pages A13 to A16, b) the Call Notice was published on March 24, 25 and 26, 2015, in the newspapers "Diário Oficial do Estado de São Paulo", respectively, pages 83, 104 and 105; and "Valor Econômico", respectively, pages A9, A5, and A11. Availability of Documents: the documents mentioned in the item "Previous Publications", the Management and the Controlling Shareholders Proposals, as well as additional information required by the regulations in force, were put on the table for the shareholders appreciation. The Chairman said that mentioned proposals and their respective attachments are fully available, as mentioned in the Call Notice, since March 23, 2015, on the websites to Investors/Material Facts; BM&FBOVESPA ( and CVM (

2 No / Corporate Registry ID No Resolutions taken by the shareholders: At the Special Shareholders Meeting: approved the Board of Directors proposal, registered in the Special Meeting No. 308, of that Body, of March 23, 2015, to partially amend the Bylaws, as follows: (i) in Paragraph One of Article 9 improving its wording in order to allow flexibility in the form of participation of the members of the Board of Directors at meetings of that Body; and (ii) in the Article 19, by making the Fiscal Council become permanent. Upon the approval of the proposals, the aforementioned statutory dispositions will have the following wording: Article 9 Paragraph One The Board s decisions will only be valid if supported by the absolute majority of attending members, including the Chairman, who will have the casting vote, in the event of a tie. Will be admitted the participation of any member, absent for justifiable reason, by means of teleconference or videoconference or by any other means of communication that can ensure the effectiveness of his/her participation, with his/her vote considered valid for all legal purposes. Article 19 - The Fiscal Council, whose operation will be permanent, will be constituted by 3 (three) to 5 (five) sitting members and an equal number of deputies. At the Annual Shareholders Meeting: 1) acknowledged the management accounts and fully approved the Financial Statements related to the year ended on December 31, 2014; 2) approved the Board of Directors proposal, registered in the Special Meeting No. 308, of that Body, of March 23, 2015, to: a) allocate the net income of the year 2014, in the amount of R$101,483,194.40, as follows: R$5,074, to the Profit Reserves

3 No / Corporate Registry ID No Legal Reserve account; R$65,607, to the Profit Reserves Statutory Reserve account; and R$30,801, as dividends, which were fully paid in the Second Installment of the Minimum Annual Compensation, on November 14, 2014; and b) ratify the early distribution of dividends paid, mentioned above, taking into account that a new distribution of dividends related to the year 2014 will not be proposed to the Shareholders Meeting. 3) fully approved of the parent companies appointments, reelecting the current members of the Board of Directors, Messrs. Lázaro de Mello Brandão, Brazilian, married, banking employee, Identity Card /SSP-SP, Individual Taxpayer s ID /72; Luiz Carlos Trabuco Cappi, Brazilian, widower, banking employee, Identity Card X/SSP-SP, Individual Taxpayer s ID /68; Antônio Bornia, Brazilian, widower, banking employee, Identity Card /SSP-SP, Individual Taxpayer s ID /44; Mário da Silveira Teixeira Júnior, Brazilian, married, banking employee, Identity Card /SSP-SP, Individual Taxpayer s ID /15; João Aguiar Alvarez, Brazilian, married, agronomist engineer, Identity Card /SSP-SP, Individual Taxpayer s ID /11; Mrs. Denise Aguiar Alvarez, Brazilian, consensually separated, educator, Identity Card /SSP-SP, Individual Taxpayer s ID /65; Messrs. Carlos Alberto Rodrigues Guilherme, Brazilian, married, banking employee, Identity Card /SSP-SP, Individual Taxpayer s ID /34; Milton Matsumoto, Brazilian, married, banking employee, Identity Card /SSP-SP, Individual Taxpayer s ID /04, and José Alcides Munhoz, Brazilian, married, banking employee, Identity Card /SSP-SP, Individual Taxpayer s ID /72; and electing Mr. Aurélio Conrado Boni, Brazilian, married, bankubg employee, Identity Card X/SSP- SP, Individual Taxpayer s ID /00, all of them domiciled in Núcleo Cidade de Deus, Vila Yara, Osasco, São Paulo, CEP Following the works, in compliance with the provisions of item 2 of Paragraph 4 of Article 141 of the Law No. 6,404/76, according to the appointment of non-controlling preferred shareholders, in separate election, Mr. Marcelo

4 No / Corporate Registry ID No Gasparino da Silva, Brazilian, married, lawyer, Identity Card /SSP- SC, Individual Taxpayer s ID /34, domiciled on Rua Esteves Júnior, 605, ap , Centro, Florianópolis, SC, CEP , was elected to compose the Company s Board of Directors as well. Consequently, the Chairman stated that the controlling shareholders proposal was rectified, registered in the Minutes of the Meeting held on March 23, 2015, changing from 10 (ten) to 11 (eleven) the number of members that will compose mentioned Body in the current fiscal year, and were also ratified all the other terms in the mentioned proposal. It is registered that the public candidate, Mr. João Moisés de Oliveira, appointed by the shareholder Henrique Borenstein, who was represented by Dr. Carlos Laurindo Barbosa with % of votes, accompanied by other shareholders with % of votes, represented by Messrs José Antenor Nogueira da Rocha, Afonso ColaFrancisco Júnior, Pedro Henrique Silva Lima de Souza Lapenta, José Cassio Costa Bariani, Ana Paula Zanetti de Barros Moreira and Gustavo Mattos Sarachini, received % of the total of votes. The public candidate, Mr. Marcelo Gasparino da Silva, appointed by the shareholder GF Gestão de Recursos S.A., in the capacity of manager of Geração Futuro L. Par Fundo de Investimento em Ações, represented by Dr. Rodrigo de Mesquita Pereira, with % of votes, accompanied by foreign investments funds, represented by Dr. Daniel Alves Ferreira and Dr. Paulo Roberto Bellentani Brandão, with % of votes, received % of the total of votes. The reelected members and the elected one: 1) will have the term of office of 1 (one) year, extending up to the investiture of the Board Members to be elected at the Annual Shareholder s Meeting to be held in 2016; 2) declared, under legal penalties, that they are not prevented from performing the management of a commercial company due to criminal conviction. Continuing the works, the Chairman said that: i. the worksheet of calculation of separate votes which resulted in the election of the representative of the non-controlling preferred shareholders to the Board of Directors, certified by the table, will be filed at the Company s headquarters;

5 No / Corporate Registry ID No ii. the other non-controlling preferred shareholders attending the meeting abstained from voting; 4) observing the provisions of the Minutes of the Controlling Shareholders Joint Meeting, held on March 23, 2015, and, according to letter a of Paragraph Four of Article 161 of Law No. 6,404/76, the members of the Fiscal Council were elected, which is now comprised of as follows: a) by indication of the controlling shareholders, as sitting members, were elected Messrs. Ariovaldo Pereira, Brazilian, married, accountant, Identity Card /SSP-SP, Individual Taxpayer s ID /34, domiciled on Avenida Escola Polítécnica, 942, Bloco C2, ap. 172, Rio Pequeno, São Paulo, SP, CEP ; João Batista de Moraes, Brazilian, married, lawyer, Identity Card /SSP-SP, Individual Taxpayer s ID /04; domiciled on Avenida dos Autonomistas, 896, Torre Mykonos, sala 811, Osasco, SP, CEP ; Marcos Antônio Martins, Brazilian, married, business administrator, Identity Card /SSP-SP, Individual Taxpayer s ID /40, domiciled on Avenida Saint Remy de Provence, 243, Tamboré, Santana de Parnaíba, SP, CEP ; and as their respective Deputies, Messrs. Clayton Neves Xavier, Brazilian, married, economist, Identity Card /SSP-SP, Individual Taxpayer s ID /21; domiciled on Estrada dos Pinheiros, 1.501, casa 3, Chácara dos Junqueiras, Carapicuíba, SP, CEP ; Paulo Ricardo Satyro Bianchini, Brazilian, married, business administrator, Identity Card /SSP-SP, Individual Taxpayer s ID /87, domiciled on Rua Roque Pereira, 117, Vila Irmãos Arnoni, São Paulo, SP, CEP ; Vicente Carmo Santo, Brazilian, married, business administrator, Identity Card /SSP-SP, Individual Taxpayer s ID /55, domiciled on Rua Renato Egídio de Souza Aranha, 221 B, ap. 82, Edifício Capri, Cidade São Francisco, São Paulo, SP, CEP ; b) by indication of non-controlling preferred shareholders, were elected, as sitting member, Mr. Peter Edward Cortes Marsden Wilson, Brazilian, married, business administrator, Identity Card , Individual Taxpayer s ID , domiciled on Rua Princesa Isabel, 347, ap. 92, Brooklin Paulista, São Paulo, SP, CEP ; and, as deputy member, Mr. Mário Alves Pedroza Neto, Brazilian, single, lawyer, Identity

6 No / Corporate Registry ID No Card / SSP-RS, Individual Taxpayer s ID , domiciled on Rua José Ferminio Novaes, 1.000, Ed. San Pietro, Ap , Kobrasol, São José, SC, CEP ; c) by indication of non-controlling shareholders holding common shares, were elected, as sitting member, Mr. Luis Claudio de Freitas Coelho Pereira, Brazilian, married, accountant, Identity Card /SSP-SP, Individual Taxpayer s ID /19, domiciled on Rua Dr. José Benedito Viana de Moraes, 265, ap. 81, Bloco A, Edifício Camélia, Cidade São Francisco, SP, CEP ; and, as deputy member, Mr. Mário Luna, Brazilian, married, economist, Identity Card /SSP-SP, Individual Taxpayer s ID /68, domiciled on Rua Dr. Paulo Ferraz da Costa Aguiar, 1.600, ap. 131, Bloco G, Condomínio Forte do Golfe, Vila Yara, Osasco, SP, CEP Following the works, the Chairman informed that: i. the worksheet of calculation of separate votes which resulted in the election of the representative of the non-controlling shareholders holding common and preferred shares to the Fiscal Council, certified by the table, will be filed at the Company s headquarters; ii. the other non-controlling shareholders holding common and preferred shares attending the meeting abstained from voting; and iii. the elected Fiscal Council s members: a) will have the term of office of 1 (one) year, until the Annual Shareholders Meeting to be held in 2016; b) fulfill the conditions set forth in Article 162 of Law #6,404, 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; 5) approved, for the fiscal year 2015, the amounts proposed by the Board of Directors, in the Special Meeting No. 308, of March 23, 2015, for: 1) the compensation and the amount to support the Management Pension Plan; and 2) the monthly compensation for the Fiscal Council s sitting members, as follows:

7 No / Corporate Registry ID No a) Management: compensation (fixed compensation and eventual variable compensation), in the annual global amount of up to R$2,000,000.00, of which up to R$120, for the Board of Directors members and up to R$1,880, for the members of the Board of Officers; and the annual amount of up to R$2,000, to support the Management Pension Plan; The Chairman clarified that, according to letter p of Article 10 of the Bylaws, the Board of Directors is responsible for resolving on the distribution of the annual global amount of the compensation and of the pension plan amount to its own members and to the Board of Officers members. b) Fiscal Council s Sitting Members, monthly compensation of R$6, to each member, corresponding to 10% (ten percent) of the monthly compensation that, on average, is attributed to each Officer as fixed compensation, without the payment, according to current legislation, of benefits, expense account and participation in the Company s profit sharing, or any other denomination. The Deputy Members will be remunerated only when they replace the Sitting Members, in the cases of vacancy, absence or temporary impediments Taking into account that the Company, according to what has been reported by the press, has requested to Mr. Marcelo Gasparino da Silva, prior to the Shareholders Meeting, clarifications on the a Public Civil Action, involving the blockage of his goods, the candidate provided information to shareholders regarding the subject. The clarifications provided in writing prior to the Shareholders Meeting, received by the Company on April 23, 2015, are archived at the Company s headquartes. Publication of the Minutes: the publication is authorized under the terms of Paragraph Two of Article 130 of Law #6,404/76. Quorum of Resolutions: Special Shareholders Meeting: approved by the majority of votes of the attending shareholders. Annual Shareholders Meeting: approved by the majority of votes of the attending shareholders, abstaining from voting those legally prevented.

8 No / Corporate Registry ID No There being no further business to be discussed, the word was placed at the disposal of those who want to make use, without anyone to manifest. Ergo, the Chairman closed the works, thanking the presence of everyone attending the meeting and suspending the session, so that these Minutes are drawn up, which were read and approved by the attending shareholders and signed, inclusive by the representative of the company KPMG Auditores Independentes, inscription CRC 2SP028567/O-1 F SP, Mr. Cláudio Rogélio Sertório, Accountant CRC 1SP212059/O-0, in compliance with the provisions of Paragraph One of Article 134 of Law No. 6,404/76. Chairman: Lázaro de Mello Brandão; Secretary: Carlos Alberto R. Guilherme.