ITAÚSA - INVESTIMENTOS ITAÚ S.A. CNPJ / A Publicly Listed Company NIRE

Transcription

1 ITAÚSA - INVESTIMENTOS ITAÚ S.A. CNPJ / A Publicly Listed Company NIRE SUMMARIZED MINUTES OF THE ORDINARY AND EXTRAORDINARY MEETING HELD ON APRIL 28, 2014 DATE, TIME AND PLACE: On April 28, 2014 at 3.00 p.m. at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, 9 th floor in the city and state of São Paulo. CHAIR: Henri Penchas President and Carlos Roberto Zanelato Secretary, chosen in a process conducted by the Chairman of the Board of Directors, Carlos da Camara Pestana. QUORUM: shareholders representing more than two thirds of the voting stock. LEGAL PRESENCE: the management of the Company and the representatives of the Fiscal Council and of PricewaterhouseCoopers Auditores Independentes. CONVENING NOTICE: published in the editions of April 2, 3 and 04, 2014, of the newspapers Valor Econômico (pages C1, C2 and C1) and the Diário Oficial do Estado de São Paulo (pages 44, 78 and 95). NOTICE TO STOCKHOLDERS: publication waived pursuant to paragraph 5, Article 133 of Law 6.404/76. RESOLUTIONS ADOPTED: Agenda of the ordinary meeting 1. After taking cognizance of the Management and the Independent Auditor s reports as well as the Opinion of the Fiscal Council and considering the abstention of those legally prevented from voting, the stockholders approved the Management Accounts and Financial Statements for the fiscal year ending December 31, 2013 and the waiving of their reading. The said documents were published on April 13, 2014 in the newspapers, Diário Oficial do Estado de São Paulo (pages 25 to 39) and Valor Econômico (pages E3 to E10). 2. Approved the allocation of the net income for fiscal year 2013 in the amount of R$ 5,697,414,132.07, as follows: (a) R$ 284,870, to the Legal Reserve; (b) R$ 3,261,365, to the Statutory Reserves, being R$ 1,322,277, to the Dividends Equalization Reserve, R$ 775,635, to the Working Capital Increase Reserve and R$ 1,163,453, for the Reserve for the Increase in Capital of Investees; and (c) R$ 2,151,177, (net of R$ 1,877,425,332.20) as distributed profits to stockholders being (i) R$ 1,534,366, (net of R$ 1,353,135,856.37) with respect to the payment of dividends and interest on capital incorporated in the amount of the minimum mandatory dividend for the fiscal year 2013; and (ii) R$ 616,811, (net of R$ 524,289,475.83) in the form of complementary interest on capital and additional to the value of the minimum mandatory dividend for the fiscal year Ratified the resolutions of the Board of Directors with respect to the aforesaid anticipated distribution of dividends and interest on capital which have already been paid out to the stockholders. 3. Recorded that adoption of the multiple voting process was not requested for the election of the members of the Board of Directors.

2 fls.2 4. Approved that the Board of Directors for the next annual term of office with duration until the investiture of those members elected at the Annual General Meeting for 2015 shall be made up of: (i) 6 (six) effective members, being elected by nomination of the controlling stockholders: ALFREDO EGYDIO ARRUDA VILLELA FILHO, Brazilian, married, engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Sansão Alves dos Santos, 102, 5 th floor; ALFREDO EGYDIO SETUBAL, Brazilian, married, business administrator, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, Piso Itaú Unibanco; CARLOS DA CAMARA PESTANA, Portuguese, widower, lawyer, bearer of foreign residents ID RNE- SE/DPMAF-W K, enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, 10 th floor; PAULO SETUBAL NETO, Brazilian, married, engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Av. Paulista, 1938, 5 th floor, and RODOLFO VILLELA MARINO, Brazilian, married, business administrator, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Av. Paulista, th floor; and, by nomination of the minority stockholders (by nomination of the stockholder, Fundação Petrobrás de Seguridade Social Petros): JOSÉ SÉRGIO GABRIELLI DE AZEVEDO, Brazilian, divorced, economist, bearer of ID (RG-SSP/BA) under , enrolled in the tax register (CPF) under number , domiciled in the city of Salvador, state of Bahia at Av. Luiz Viana Filho, 2ª Avenida, 250 (CAB), and considered as an independent member; (ii) 2 (two) alternate members, being elected by nomination of the controlling stockholders: RICARDO EGYDIO SETUBAL, Brazilian, married, lawyer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Av. Paulista, 1938, 5 th floor and RICARDO VILLELA MARINO, Brazilian, married, engineer, bearer of (ID RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Praça Alfredo Egydio de Souza Aranha, 100, Torre Olavo Setubal, Piso Itaú Unibanco. 5. Registered delivery of substantiating documents for complying with the prior conditions for eligibility pursuant to articles 146 and 147, Law 6.404/76 and prevailing regulations, especially Article 3 of Instruction 367/02 of the Brazilian Securities and Exchange Commission. 6. Approved the election of the following to make up the Company s Fiscal Council to be installed on a non-permanent basis, with an annual term of office with duration until the Annual General Meeting of 2015: (i) by the preferred stockholders (by nomination of the stockholder Caixa de Previdência dos Funcionários do Banco do Brasil PREVI): as effective member JOSÉ CARLOS DE BRITO E CUNHA, Brazilian, married, accountant, bearer of ID (RG-IFP/RJ) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of Rio de Janeiro at Rua Professor Manuel Ferreira, 115, apto. 504 and, as alternate, LUIZ ANTONIO CARELI, Brazilian, married, pensioner, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Peixoto Gomide, 493, apto. 81; (ii) by the minority stockholders (by nomination of Fundação Petrobrás de Seguridade Social Petros): as effective member HELENA KERR DO AMARAL, Brazilian, married, company administrator, bearer of ID (RG-SSP/SP) number X, enrolled in the tax register (CPF) under number , domiciled in the city and state of Rio de Janeiro at Rua do Ouvidor, 98, 6 th floor and, as alternate,

3 fls.3 LUCIANA MENEGASSI LEOCADIO SILVESTRINI, Brazilian, married, economist, bearer of ID (RG-Detran/RJ) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of Rio de Janeiro at Rua do Ouvidor, 98, 8 th floor; and (iii) by the controlling stockholders: as effective members FLAVIO CÉSAR MAIA LUZ, Brazilian, married, civil engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) , domiciled in the city and state of São Paulo at Av. Brig. Faria Lima, 3729, 5 th floor; PAULO RICARDO MORAES AMARAL, Brazilian, legally separated, engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo (SP) at Rua Pamplona, 1465, suite 121, and TEREZA CRISTINA GROSSI TOGNI, Brazilian, divorced, bachelor s degree in company administration and in accounting sciences, bearer of ID (RG-SSP/MG) number M , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Av. Paulista, 1938, 19 th floor and, as respective alternates, FELÍCIO CINTRA DO PRADO JÚNIOR, Brazilian, married, production engineer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Deputado Lacerda Franco, 300, 18 th floor, suite 181; JOÃO COSTA, Brazilian, married, economist, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Dr. Abílio Martins de Castro, 75 and JOSÉ ROBERTO BRANT DE CARVALHO, Brazilian, married, retired bank officer, bearer of ID (RG-SSP/SP) number , enrolled in the tax register (CPF) under number , domiciled in the city and state of São Paulo at Rua Conselheiro Torres Homem, Registered compliance by the Fiscal Councilors with prior conditions for eligibility pursuant to Article 162 of Law 6.404/ Established: (i) the aggregate and annual amount allocated for the compensation of the member of the Board of Directors and Board of Executive Officers of up to R$ 15,000,000.00, which also encompasses the advantages or benefits of any nature that may eventually be granted, readjusted according to the compensation policy adopted by the Company and which shall be apportioned in the manner to be decided by the Board of Directors; (ii) the individual monthly compensation of the Fiscal Councilors, being R$ 15, for the effective members and R$ 6,000,00 for the alternates. Agenda of the extraordinary meeting Pursuant to the Board of Directors proposals of March 28, 2014, the following matters were approved: 1. Increase in Capital Stock with a Bonus of 10% in Shares: the subscribed and paid in capital stock was increased from R$ 22,525,000, to R$ 27,025,000,000.00, through: a) Capitalization of Reserves: R$ 4,499,999, registered in the balance sheet of December 31, 2013 in the following statutory reserves: Legal Reserve (profits of 2009 and 2010)...,,,,,,,R$ 365,963, Res. for Dividends Equalization (part of the profits of 2008 and of 2009).. R$ 1,312,375, Res. Increase in Working Capital (profits from 2008 to 2010)... R$ 1,741,951, Res. for Increase in Capital of Investees (profits of 2009 and 2010)... R$ 1,079,709, b) Bonus of 10% in shares: in the light of the capitalization of reserves, 555,466,725 new shares shall be issued, with no par value, being 213,856,700 common and 341,610,025 preferred shares which shall be granted to the Stockholders in the form of a bonus in the proportion of 1 (one) new share for every 10 (ten) shares of the same type held on the date of record, with the following parameters:

4 (i) fls.4 Record date: Stockholders with shares in the final share position on May 2, 2014 shall have the right to the share bonus; the shares subscribed to the increase of the capital stock as decided by the Board of Directors on February 18, 2014 and ratified on April 25, 2014 shall also be entitled to this bonus in shares; (ii) Negotiation: the current shares shall continue to be traded with bonus rights until May 2, 2014; as from May 05, 2014, the shares shall then be traded ex-bonus rights; the shares received as a bonus shall be included in the stockholders share position on May 8, 2014; (iii) Rights of the Bonus Shares: the bonus shares received shall have full rights to dividends and/or interest on capital that maybe declared as from May 2, Given that the quarterly dividends shall be maintained at R$ per share, the amounts paid out to Stockholders on a quarterly basis shall be increased by 10% following the inclusion of the new shares in the Stockholders positions; (iv) Share Fractions: the bonus shall always be effected in whole numbers; Stockholders wishing to transfer share fractions arising from the bonus, may do so between May 8, 2014 and June 6, 2014, pursuant to the provision in paragraph 3, Article 169 of Law 6.404/76; this period elapsing, any remaining amounts from these fractions shall be separated, grouped into whole numbers and sold on the BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange and the product of the sale made available to Stockholders entitled to these fractions on a date to be notified in due course; and (v) Cost of Acquisition of the Bonus Shares: the cost attributed to the bonus shares is R$ per share irrespective of type, for the purposes of the provision in paragraph 1 of Article 47 of Internal Revenue Service Normative Instruction of April 5, Increase in the Limit of Authorized Capital: increased the limit of authorized capital in the same proportion as the bonus in shares pursuant to the preceding item, increasing it from 7,500,000,000 to 8,250,000,000 in book entry shares with no par value, being up to 2,750,000,000 in common shares and up to 5,500,000,000 in preferred shares. 3. Amendment and Consolidation of the Corporate Bylaws: a) Approved the amendment of Article 3 ( caption sentence and 3.1) of the Corporate Bylaws in order to register: (i) the new composition of the subscribed and paid in capital stock as a result of the capitalization of reserves with the share bonus approved herein and also the increases made through private subscription of shares and approved by the Board of Directors at its meetings of May 6, 2013 and February 18, 2014; and (ii) the new limit of the authorized capital herein approved, the said items to carry the following wording: Article 3 - CAPITAL AND SHARES The subscribed and paid-in capital stock amounts to R$ 27,025,000, (twenty-seven billion, twenty-five million reais), represented by 6,110,133,986 (six billion, one hundred ten million, one hundred thirty three thousand, nine hundred eighty-six) book-entry shares with no par value, of which 2,352,423,707 (two billion, three hundred fifty-two million, four hundred twenty-three thousand, seven hundred seven) are common shares and 3,757,710,279 (three billion, seven hundred fifty seven million, seven hundred ten thousand, two hundred seventy-nine) are preferred shares, the latter with no voting rights but with the following advantages: I - priority in the receipt of a noncumulative minimum annual dividend of R$ 0.01 per share; II - the right of

5 inclusion in any public share offering in the event of the sale of a controlling stake at a price equal to 80% (eighty percent) of the value paid for each voting share pertaining to the controlling shareholders, the aforementioned preferred shares being assured the right to a dividend at least equal to the common shares Authorized Capital At the discretion of the Board of Directors, the company is authorized to increase its capital stock up to working capital reinforcement or/ and investments in affiliated companies, or new ventures in Brazil or abroad, to the limit of 8,250,000,000 (eight billion, two hundred fifty million) shares, of which 2,750,000,000 (two billion, seven hundred fifty million) common shares and 5,500,000,000 (five billion, five hundred million) preferred shares. The issuance of shares for sale on a stock exchange, by a public subscription or exchange for our stock in a public offering for the acquisition of control, may be made without considering the preemptive rights of former stockholders (Article 172 of Law no 6,404/76). fls.5 b) Also approved, the consolidation of the Corporate Bylaws to reflect the foregoing amendments pursuant to the wording of the attachment to these minutes. 4. Change in the Newspaper for the Legal Publications: amended the newspaper for disclosure of the Company s legal publications from Valor Econômico to O Estado de S. Paulo. DRAFTING AND PUBLICATION OF THE MINUTES: minutes drafted in summarized from and their publication authorized omitting the signatures of the stockholders present pursuant to Article 130 of Law 6.404/76. QUORUM FOR THE RESOLUTIONS: the proposals were approved by the stockholders representing the majority of the votes. FILED DOCUMENTS: filed at the registered offices of the Company and certified by the Chair of the Meeting: the Proposal of the Board of Directors of March 28, 2014, the Management and Independent Auditors reports, the Opinion of the Fiscal Council and the Account Statements for December 31, 2013 as well as the Stockholders Voting Declarations. CONCLUSION: With no further items on the agenda for discussion and no further issues being raised, the work of the meeting was concluded these minutes having been drafted were read, approved and signed by all. São Paulo (SP), April 28, (signed) Henri Penchas President; Carlos Roberto Zanelato Secretary; Stockholders... HENRI PENCHAS Investor Relations Officer