Free Translation to the original drawn in Portuguese JHSF PARTICIPAÇÕES S.A. PUBLICLY-HELD COMPANY Corporate Registry ID (NIRE) 35.300.333.578 Corporate Taxpayer s ID (CNPJ/MF) 08.294.224/0001-65 MINUTES OF THE EXTRAORDINARY GENERAL MEETING Date, Time And Place: on June 21, 2006 at 9:00 a.m., at the Company s headquarters, in the city and state of São Paulo, at Rua Amauri, 255, 5º andar. Attendance: shareholders as per the shareholders attendance book, as well as the legal agent of BDO TREVISAN AUDITORES INDEPENDENTES, Mr. Luis Guilherme Raposo M. Costa. Presiding Board: Chairman: Mr. José Auriemo Neto Secretary: Mr. Eduardo Silveira Camara Call Notice: Agenda and Resolutions: The call notice was published in the Diário Oficial do Estado de São Paulo on June 06, 07 and 12, 2007, as well as in the newspaper Valor Econômico on June 06, 08 e 11, 2007. (i) INCREASE OF THE COMPANY S CAPITAL STOCK IN TWO HUNDRED AND FOUR MILLION REAIS (R$204,000,000.00), UPON THE ISSUANCE OF TWENTY-FIVE MILLION (25,000,000) COMMON SHARES, AT THE UNIT PRICE OF EIGHT REAIS (R$8.00), IN VIEW OF THE EXERCISE OF THE RIGHT OF CONVERSION INTO SHARES, OF THE SUBSCRIPTION BONDS ISSUED BY THE COMPANY THROUGH THE RESOLUTION TAKEN AT THE BOARD OF DIRECTORS MEETING HELD ON APRIL 04, 2007 AT 9:30 A.M., AND CONSEQUENT AMENDMENT TO ARTICLE 5 OF THE BYLAWS.
After due explanations, the supermajority of the attending shareholders approved the Company s capital stock increase from five hundred and one million, seven hundred and thirty-three thousand, five hundred and sixty-two reais (R$501,733,562.00) to seven hundred and five million, seven hundred and thirty-three thousand, five hundred and sixty-two reais (R$705,733,562.00), an increase of two hundred and four million reais (R$204,000,000.00), as well as the issuance of twenty-five million (25,000,000) new registered common shares, in all aspects equal to the previous ones, issued at the price of eight reais (R$8.00) each, in view of the exercise of the right of conversion into shares, of the subscription bonds issued by the Company through resolution of the Board of Directors Meeting held on April 4, 2007. The total shares issued were subscribed and paid-up, then, by Mr. Osmar Elias Zogbi, Mr. Antônio Elias Zogbi Neto, Mr. Rubens Elias Zogbi and Mr. Marcos Zarzur Derani, as per the subscription list attached hereto. In view of the resolution above, and of the capital increase approval upon the use of the Company s authorized capital approved at the Board of Directors Meeting held on 05/03/2007 at 10:00 a.m., the wording of Article 5 of the Bylaws shall be amended and come into force as follows: Article 5 The Company s capital stock, fully subscribed and paid-up, is seven hundred and five million, seven hundred and thirty-three thousand, five hundred and sixty-two reais (R$705,733,562.00), divided into four hundred and twenty-six million, two hundred and seventeen thousand, eight hundred and ten (426,217,810) non-par registered common shares. (II) TO APPROVE THE APPOINTMENT OF BDO TREVISAN AUDITORES INDEPENDENTES FOR THE EVALUATION OF THE INTERESTS TO BE GRANTED AS PAYMENT FOR ISSUED SHARES IN VIEW OF THE COMPANY S CAPITAL INCREASE AFOREMENTIONED IN ITEM (I) OF THE AGENDA. - 2 -
The appointment of BDO TREVISAN AUDITORES INDEPENDENTES for the evaluation of the interests to be granted as payment for issued shares in view of the company s capital increase, pursuant to item i of the agenda herein was approved by the supermajority of the attending shareholders. (III) TO APPROVE THE APPRAISAL REPORT OF THE INTERESTS TO BE GRANTED AS PAYMENT FOR THE SHARES ISSUED IN VIEW OF THE COMPANY S CAPITAL INCREASE AFOREMENTIONED IN ITEM (I) OF THE AGENDA, PREPARED BY BDO TREVISAN AUDITORES INDEPENDENTES. Drawing-up and Reading of the Minutes: The attending shareholders approved by unanimous vote the Appraisal Report of the interests to be granted as payment for the shares issued in view of the company s capital increase, pursuant to item (i) of the agenda herein, dully prepared by BDO TREVISAN AUDITORES INDEPENDENTES, which, after dully signed by all the attending shareholders, was attached hereto. Finally, pursuant to paragraph 2 of Article 130 of Law 6,404/76, the shareholders approved by unanimous vote the publication of these minutes with the omission of the shareholders signatures. Nothing else to be discussed, the meeting was adjourned for the drawing up of these minutes, which were read, approved and signed by all the attending members Presiding Board: Chairman: Mr. José Auriemo Neto Secretary: Mr. Eduardo Silveira Camara Expert Consultant: BDO TREVISAN AUDITORES INDEPENDENTES Mr. Luis Guilherme Raposo M. Costa Shareholders: (Shareholders Signatures) - 3 -
This is a free English translation of the original Minutes of the Extraordinary General Meeting of JHSF Participações S.A. held on 06/21/2007 at 9:00 a.m. drawn up in the Company s records Eduardo S. Camara - Secretary - 4 -
JHSF PARTICIPAÇÕES S.A. Extraordinary General Meeting held on June 21, 2007 at 9:00 a.m. Shares Subscription List SHAREHOLDERS NAME AND SIGNATURE ANTÔNIO ELIAS ZOGBI NETO, Brazilian, married, businessman, resident and domiciled in the city and state of São Paulo, with office at Rua Clodomiro Amazonas, 249, 10º andar, Identity Card (RG) no. 3.845.192 SSBYSP and Individual Taxpayer s ID (CPF/MF) no. 570.607.548-49. RUBENS ELIAS ZOGBI, Brazilian, divorced, businessman, resident and domiciled in the city and state of São Paulo, with office at Rua Clodomiro Amazonas, 249, 10º andar, Identity Card (RG) no. 3.845.182 SSBYSP and Individual Taxpayer s ID (CPF/MF) no. 586.782.558-20. SUBSCRIBED COMMON SHARES PERCENTAGE PAID UP MEANS OF PAYMENT 7,474,892 100% Granting of seventeen million, eight hundred and thirtythousand (17,830,000) shares of the capital stock of EAZ - Jardim I Participações S.A., joint-stock company, headquartered in the city and state of São Paulo, at Rua Clodomiro Amazonas, 249, 10º andar, Corporate Taxpayer s ID (CNPJ) no. 07.803.203/0001-65 ( EAZ Jardim ), and eleven million, nine hundred and two thousand, seven hundred (11,902,700) shares of the capital stock of EAZ Shoppings S.A., joint-stock company, headquartered in the city and state of São Paulo, at Rua Clodomiro Amazonas, 249, 10º andar, Corporate Taxpayer s ID (CNPJ) no. 07.275.103/0001-03 ( EAZ Shoppings ). 7,474,892 100% Granting of seventeen million, eight hundred and thirtythousand (17,830,000) shares of the capital stock of EAZ Jardim and eleven million, nine hundred and two thousand, seven hundred (11,902,700) shares of the capital stock of EAZ Shoppings. OSMAR ELIAS ZOGBI, Brazilian, married, businessman, resident and domiciled in the city and state of São Paulo, with office at Rua Clodomiro Amazonas, 249, 10º andar, Identity Card (RG) no. 3.336.471-SSBYSP and Individual Taxpayer s ID (CPF/MF) no. 275.890.218-49. 7,474,891 100% Granting of seventeen million, eight hundred and thirtythousand (17,830,000) shares of the capital stock of EAZ Jardim and eleven million, nine hundred and two thousand, seven hundred (11,902,700) shares of the capital stock of EAZ Shoppings MARCOS ZARZUR DERANI, Brazilian, married, businessman, resident and domiciled in the city and state of São Paulo, with office at Rua Jesuíno Arruda, 769, 1º andar, - 5-3,075,325 100% Granting of thirteen million, four hundred and ninety thousand, three hundred and eighty-seven (13,490,387) shares of the capital stock of P.P.M.S.P.E.
Identity Card (RG) no. 5.634.618 and Individual Taxpayer s ID (CPF/MF) no. 042.483.248-81. Empreendimentos e Participações S.A., joint-stock company, headquartered in the city and state of São Paulo, at Rua Pamplona, 818, 9º andar, Corporate Taxpayer s ID (CNPJ) no. 08.466.368/0001-51. - 6 -