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

Transcription

1 Banco Bradesco S.A. CNPJ (Corporate Taxpayer s ID) # / NIRE (Registration Number) # Publicly-Held Company Summarized Minutes of the Special and Annual Shareholders Meeting held cumulatively on March 10, 2015 Date, Time, Location: On March 10, 2015, at 4:00 p.m., at the headquarters, Núcleo Cidade de Deus, Salão Nobre, 5 o andar, Prédio Vermelho, Vila Yara, Osasco, 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 stock. Legal Presence: Managers of the Company and representatives of the Fiscal Council and of KPMG Auditores Independentes. Previous Publications: a) the documents mentioned in Article 133 of Law #6,404/76, which are: the Financial Statements, the Management and Independent Auditors Reports, the Fiscal Council s Report, and the Summary of the Audit Committee Report, related to the fiscal year ended on December 31, 2014, were published on February 4, 2015, in the newspapers "Diário Oficial do Estado de São Paulo", pages 2 to 19, and "Valor Econômico", pages A13 to A30; b) the Call Notice was published on February 6, 10, and 11, 2015, in the newspapers "Diário Oficial do Estado de São Paulo", respectively, pages 32, 52 and 75; and "Valor Econômico", respectively, pages C11, B5 and A9. Availability of Documents: the documents mentioned in the item "Previous Publications", the Board of Directors and the controlling shareholders proposals, as well as additional information required by the regulations in force, were put on the table and given to the shareholders for appreciation. The Chairman said that mentioned proposals and their respective attachments are fully available, since February 5, 2015, on the websites - Corporate Governance -

2 (Registration Number) # Shareholders, BM&FBOVESPA ( and CVM ( Resolutions: In the Special Shareholders Meeting: approved the Board of Directors proposals, registered in the Special Meeting #2,326, of that Body, of February 5, 2015, to: 1) increase the Capital Stock in R$5,000,000,000.00, increasing it from R$38,100,000, to R$43,100,000,000.00, with 20% bonus stock, by means of capitalization of part of the balance of the Profit Reserves Statutory Reserve account, according to the provisions of Article 169 of Law #6,404/76 and by issuing 841,454,808 new book-entry registered shares, with no par value, of which 420,727,426 are common shares and 420,727,382 are preferred shares, to be allotted free of charge to shareholders, at the ratio of 2 new shares for each 10 shares of the same type that they hold on the record date, according to the provisions of the Board of Directors proposal of February 5, 2015 and of the Material Fact published on February 6, 2015, in the newspaper "Valor Econômico", page A7. These documents are fully available on the websites Corporate Governance Shareholders, BM&FBOVESPA ( and CVM ( 2) partially amend the Bylaws, as follows: (i) in the caput of Article 6, in order to reflect the changes in the capital stock derived from the resolution mentioned in item 1 above; (ii) in the Sole Paragraph of Article 1, adapting it to the new Regulation for Issuers Listing and Admission to Trading of Securities of BM&FBOVESPA; (iii) in the caput of Article 8, raising from 9 to 10 the maximum number of members in the Board of Directors, as a result of the expansion that the Bradesco Organization comes in all areas in which it

3 (Registration Number) # operates, and including the Paragraph Two into the mentioned Article so as to allow flexibility in the form of participation of the members of the Board of Directors at meetings of that Body, consequently renumbering the subsequent Paragraphs; (iv) in the "caput" of Article 13, improving its wording; (v) in Article 20, by making the Fiscal Council become permanent; and (vi) in Article 21, which regulates the functioning of the Audit Committee, including the Paragraphs One and Two, so as to adapt the wording to the provisions of the Resolution #4,329, of April 25, 2014, of the National Monetary Council, providing the reappointment of up to 1/3 of the members of that Body to the maximum of other five consecutive annual terms, consequently renumbering the Sole Paragraph. Upon the approval of all the proposed amendments, the transcription of the above mentioned statutory devices was dismissed, taking into account that the consolidated Bylaws is part of these Minutes, as Attachment. Following, the Chairman said that all the matters now approved will only enter into force and become effective after being approved by the Central Bank of Brazil. In the Annual Shareholders Meeting: 1) they have acknowledged the management accounts and fully approved the Financial Statements for the fiscal year ended on December 31, 2014; 2) approval of the Board of Directors proposal, registered in the Special Meeting #2,326, of February 5, 2015, for the: a) allocation of net income of the year 2014, in the amount of R$15,088,818,165.46, as follows: R$754,440, to the Profit Reserves Legal Reserve account; R$9,279,797, to the Profit Reserves Statutory Reserve account; and R$5,054,579, for the payment of interest on shareholders equity and dividends;

4 (Registration Number) # b) ratification of the early distribution of interest on shareholders equity and dividends mentioned above and already paid, taking into account that a new distribution of interest on shareholders equity/dividends related to the year 2014 was not proposed to the Shareholders Meeting. 3) approved the controlling shareholders proposal so that the Company s Board of Directors is composed, in the current fiscal year, by 10 members, occasion in which, by fully accepting the appointments of the controlling shareholders, the current members were reelected, Messrs. Lázaro de Mello Brandão, Brazilian, married, bank employee, Identity Card /SSP-SP, Individual Taxpayer s ID /72; Luiz Carlos Trabuco Cappi, Brazilian, widower, bank employee, Identity Card X/SSP-SP, Individual Taxpayer s ID /68; Antônio Bornia, Brazilian, widower, bank employee, Identity Card /SSP-SP, Individual Taxpayer s ID /44; Mário da Silveira Teixeira Júnior, Brazilian, married, bank employee, Identity Card /SSP-SP, Individual Taxpayer s ID /15; João Aguiar Alvarez, Brazilian, married, agricultural engineer, Identity Card /SSP-SP, Individual Taxpayer s ID /11; Ms. Denise Aguiar Alvarez, Brazilian, amicably separated, educator, Identity Card /SSP-SP, Individual Taxpayer s ID /65; Messrs. Carlos Alberto Rodrigues Guilherme, Brazilian, married, bank employee, Identity Card /SSP-SP, Individual Taxpayer s ID /34; Milton Matsumoto, Brazilian, married, bank employee, Identity Card /SSP-SP, Individual Taxpayer s ID /04; and José Alcides Munhoz, Brazilian, married, bank employee, Identity Card /SSP-SP, Individual Taxpayer s ID /72; and elected Mr. Aurélio Conrado Boni, Brazilian, married, bank 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

5 (Registration Number) # All the reelected members and the elected one: 1) will have their names submitted to the approval of the Central Bank of Brazil; 2) 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; 3) declared, under legal penalties, that they are not prevented from performing the management of a commercial company due to criminal conviction. 4) observing the provisions of the Minutes of the controlling shareholders Joint Meeting, of February 5, 2015, and, according to letter a of Paragraph Four of Article 161 of Law #6,404/76, the Fiscal Council is now composed, as follows: a) elected by indication of the controlling shareholders, as sitting members, Messrs. João Carlos de Oliveira, Brazilian, married, business consultant, Identity Card /SSP-SP, Individual Taxpayer s ID /10, domiciled on Avenida Doutor Martin Luther King, 980, apartamento 71, Edifício Lorian, Jardim Umuarama, Osasco, SP, CEP ; Domingos Aparecido Maia, Brazilian, married, accountant, Identity Card X/SSP-SP, Individual Taxpayer s ID /68, domiciled on Avenida Epitácio Pessoa, 2.300, apartamento 803, Bloco 2, Ipanema, Rio de Janeiro, RJ, CEP ; and José Maria Soares Nunes, Brazilian, divorced, accountant, Identity Card /SSP-SP, Individual Taxpayer s ID /20; domiciled on Avenida Marcos Penteado de Ulhôa Rodrigues, 4.000, apartamento 72B, Tamboré, Santana de Parnaíba, SP, CEP ; and as respective deputies Messrs. Renaud Roberto Teixeira, Brazilian, married, entrepreneur, Identity Card /SSP-SP, Individual Taxpayer s ID /53, domiciled on Rua Pascal, 260, apartamento 81, Condomínio Domaine de Beauchamps, Campo Belo, São Paulo, SP, CEP ; Jorge Tadeu Pinto de Figueiredo, Brazilian, married, lawyer, Identity Card /SSP-SP, Individual Taxpayer s ID /68, domiciled on Alameda Sibipiruna, 121, Edifício Catharina, apartamento 171, Condomínio Condessa de São Francisco, Jardim Lorian, Adalgisa, Osasco, SP, CEP ; and Nilson Pinhal, Brazilian, married, business administrator, Identity Card /SSP-SP, Individual Taxpayer s ID /15, domiciled on Avenida Doutor Martin Luther King, 1.999, apartamento 52, Edifício Lorys, Jardim Umuarama, Osasco, SP, CEP ;

6 (Registration Number) # b) elected by indication of preferred shareholders, as sitting member, Mr. Nelson Lopes de Oliveira, Brazilian, married, entrepreneur, Identity Card /SSP-SP, Individual Taxpayer s ID /20, domiciled on Rua Ferreira de Araújo, 221, conjunto 112, Pinheiros, São Paulo, SP, CEP ; and as deputy member, Mr. João Batistela Biazon, Brazilian, married, entrepreneur, Identity Card /SSP-PR, Individual Taxpayer s ID /20, domiciled on Rua Pequetita, 145, 6 o andar, conjunto 61, Vila Olímpia, São Paulo, SP, CEP ; c) elected by indication of non-controlling shareholders, holding common shares, as sitting member, Mr. Luiz Carlos de Freitas, Brazilian, married, accountant, Identity Card /SSP-SP, Individual Taxpayer s ID , domiciled on Avenida Miguel Frias e Vasconcelos, 1200 ap. 25N, Jaguaré, São Paulo, SP, CEP ; and as deputy member, Mr. Oswaldo de Moura Silveira, Brazilian, married, investor, Identity Card /SSP-SP, Individual Taxpayer s ID /87, domiciled on Rua Dr. Manoel de Paiva Ramos, 138, apartamento 82 F, Vila São Francisco, São Paulo, SP, CEP Continuing the works, the Chairman informed that: I. the table regarding the calculation of separate votes that resulted in the election of the representatives of non-controlling shareholders, holding common shares, and of the representatives of preferred shareholders for the Fiscal Council, certified by the board, will be filed at the Company s Headquarters; II. other attending shareholders holding common and preferred shares abstained from voting; and III. the Fiscal Council s elected members: a) will have 1 (one) year term of office, until the Annual Shareholders Meeting to be held in 2016; b) will be in office after the approval of their positions by the Central Bank of Brazil;

7 (Registration Number) # c) fulfill the conditions set forth in Article 162 of Law #6,404, of , and declared, under legal penalties, that they are not prevented from performing the management of a commercial company due to criminal conviction; 5) approval of the amounts proposed by the Board of Directors, for the year 2015, at the Special Meeting #2,326, of February 5, 2015, for: 1) the compensation and the amount to support the Management s Pension Plan; and 2) monthly compensation for the Fiscal Council s sitting members, as follows: 1) Management the annual global amount of up to R$250,000, for the compensation (fixed fees and eventual variable compensation), and the annual amount of up to R$250,000, allocated to support the Management Pension Plan. As determined by letter "n" of Article 9 of the Bylaws, it is incumbent on the Board of Directors to resolve on the distribution of the global annual amount for compensation and for the pension plan to its own members and to the Board of Executive Officers members. 2) Fiscal Council s Sitting Members The monthly compensation for each Fiscal Council s Sitting Member is established in R$12, The Deputy Members are remunerated only when they replace the Sitting Members, in the cases of vacancy, absence or temporary impediments. Following, the Chairman said that all the matters approved herein will only be in force and become effective after being approved by the Central Bank of Brazil. Publication of the Minutes: the publication is authorized under the terms of Paragraph Two of Article 130 of Law #6,404/76.

8 (Registration Number) # 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, being consigned by the Board that: a) Caixa de Previdência dos Funcionários do Banco do Brasil PREVI handed: a. 1) demonstration, abstaining from voting in the election of the members of the Board of Directors; and a. 2) letter congratulating Bradesco by the adoption of permanent Fiscal Council; and b) BB Gestão de Recursos Distribuidora de Títulos e Valores Mobiliários S.A. abstained from voting in the election of the Board of Directors and of Fiscal Council. Following the works, the shareholder Luis Eduardo Potsch de Carvalho e Silva suggested to the board that, in the future, be evaluated the possibility of the Annual Shareholders Meetings take place before the Special Shareholders Meetings. The Presiding Board of the works thanked the suggestion, clarifying that, due to the matters discussed in the Meetings, it was necessary that the Annual Shareholders Meeting preceded the Special Shareholders Meeting. Approval and Execution of the Minutes: after being drawn up and read, these Minutes were approved and signed by all the attending shareholders, inclusive by the representative of KPMG Auditores Independentes, CRC (Regional Accounting Council) 2SP014428/O-6, Mr. Cláudio Rogélio Sertório, Accountant CRC 1SP212059/O-0, under the terms of Paragraph One of Article 134 of Law #6,404/76. ss) Chairman: Lázaro de Mello Brandão; Secretary: Carlos Alberto R. Guilherme.