Minutes of the Ordinary and Extraordinary

BRASIL INSURANCE PARTICIPAÇÕES E ADMINISTRAÇÃO S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 11.721.921/0001-60
Company Registry (NIRE): 35.300.442.377
PUBLICLY-HELD COMPANY
SUMMARY MINUTES OF THE EXTRAORDINARY SHAREHOLDER’S MEETING
HELD ON JUNE 3, 2015
1.
Date, Time and Venue: June 3, 2015, at 11:30 a.m., at the headquarters of
Brasil Insurance Participações e Administração S.A. (“Company”), at Alameda
Santos, nº 1.787, 5º andar, Cerqueira Cesar, CEP 01419-002, in the city and state of
São Paulo.
2.
Call Notice and Attendance: Pursuant to Article 124 of Law 6404/76, the
call notice was published in the Official Gazette of the State of São Paulo, issues of
May 14, 15 and 16, 2015, pages 3, 44 and 24, respectively, and in the Valor
Econômico newspaper of Rio de Janeiro and São Paulo, issues of May 7, 8 and 14,
2015, in Rio de Janeiro, pages E2, E3 and E2, respectively, and issues of May 7, 8
and 9, 2015, in São Paulo, pages E3, E8 and E4, respectively. Shareholders
representing 34% of the Company’s total and voting capital attended the meeting,
as per the signatures in the Shareholders’ Attendance Book, thus constituting a
legal quorum (i.e., ¼) to call the meeting to order. The Company’s Executive
Officer, Mr. Miguel Longo Junior, also attended the meeting. All the documents
required by Law 6404/76 and CVM Instruction 481/09 regarding the matters to
be addressed at the Extraordinary Shareholders’ Meeting were made available to
the Company’s shareholders when the Call Notice was published.
3.
Presiding: Chairman: Miguel Longo Junior; Secretary: Miguel Ramos.
4.
Agenda: To resolve on the ratification or reconsideration of the resolution
taken by the Extraordinary Shareholders’ Meeting held on June 18, 2014,
approving the acquisition, by the Company, of I.S.M. Corretora de Seguros Ltda.
5.
Opening Remarks: The meeting having been called to order, (i) Mr. Miguel
Longo Junior was elected as Chairman of the Meeting and, in turn, appointed Mr.
Miguel Ramos as Secretary, (ii) the reading of the call notice, Management
Proposal and the other documents pertaining to the matters to be resolved by the
Shareholders’ Meeting - all made available previously and, therefore, known to
shareholders – was waived, (iii) the drafting of these minutes in summary format
and their publication without shareholders’ signatures was authorized pursuant to
Article 130, paragraphs 1 and 2, of Law 6404/76.
6.
Resolutions: To resolve on the ratification or reconsideration of the
resolution taken by the Extraordinary Shareholders’ Meeting held on June 18,
2014, approving the acquisition, by the Company, of I.S.M. Corretora de Seguros
Ltda.:
6.1.
By unanimous vote of shareholders present, reconsider the resolutions set
forth in items 5(a) and (b) of the Extraordinary Shareholders’ Meeting
dated June 18, 2014, thus rejecting the acquisition, by the Company, of I.M.S.
Corretora de Seguros Ltda.; the Company’s executive officers are allowed to
perform all the acts required to enforce this decision.
7. Closure: There being no further business to be addressed, these minutes were
drawn up, read, approved and signed by the shareholders present.
São Paulo, June 3, 2015.
Presiding:
________________________________
Miguel Longo Junior
Chairman
________________________________
Miguel Ramos
Secretary
Shareholders Present:
ANTONIO LUIZ J S AZEVEDO
ANTONIO LUIZ JOAQUIM S AZEVEDO JUNIOR
FABIO FRANCHINI
FABIO FRANCHINI
IVO JUCA MACHADO
JASMIN COELHO DA FONSECA FRANCHINI
MARIA LUCIA VECCHIO FRANCHINI
MARIO JORGE SANTOS DE AZEVEDO
SANDRO ROMAY SAMPAIO PORTO
SAMUEL LASRY SITNOVETER
ROBSON MARTINS PEIXOTO
________________________________________________________________
p.p.
Joana Centola de Lima Rocha and Miguel Longo Junior
ANTONIO HENRIQUE B CUNHA BUENO
AQUILES JESUS POLI
ERNESTO SAMUEL FLORIANO DA CRUZ CIAMPOLINI
MARCELO SCARFONE MEDEIROS
RENATO DA CUNHA BUENO MARQUES
________________________________________________________________
p.p.
Luiz Roberto Mesquita de Salles Oliveira
VINICIUS CHAVES CHRIST WANDENKOLK
ANTONIO SEVERINO DA GRACA MODOLO
________________________________________________________________
p.p.
Rubens Nogueira Filho
________________________________________________________________
RUBENS NOGUEIRA FILHO
________________________________________________________________
HENEY FERNANDEZ
HOUR-GLASS EMERGING MARKETS SHARES SECTOR TRUST
ADVANCED SERIES TRUST - AST GOLDMAN SACHS MULTI-ASSET PORTFOLIO
AMERICAN AIRLINES,INC.MASTER FIXED BENEFIT PENSION TRUST
BIMCOR GLOBAL EQUITY POOLED FUND
BNY MELLON FUNDS TRUST - BNY MELLON EMERGING MARKETS FUND
CF DV ACWI EX-U.S. IMI FUND
CIBC LATIN AMERICAN FUND
CN CANADIAN MASTER TRUST FUND
COLLEGE RETIREMENT EQUITIES FUND
DESJARDINS EMERGING MARKETS OPPORTUNITIES FUND
DREYFUS INTERNATIONAL FUNDS, INC. - DREYFUS EMERGING MARKETS FUND
EATON VANCE CORP.
EMERGING MARKETS INTERNATIONAL FUND
EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX FUND
EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE
FUND
EMERGING MARKETS SMALL CAPITALIZATION EQUITY INDEX NON-LENDABLE
FUND B
GLOBAL SMALLCAP PORTFOLIO OF MANAGED ACCOUNT SERIES
GLOBAL X BRAZIL FINANCIALS ETF
HEWLETT PACKARD COMPANY TAX SAVING CAPITAL ACCUMULATION PLAN ALLIANCE BERNSTEIN
HEWLETT-PACKARD COMPANY MASTER TRUST
HOWARD HUGHES MEDICAL INSTITUTE
ISHARES MSCI BRAZIL SMALL CAP ETF
ISHARES MSCI EMERGING MARKETS SMALL CAP INDEX FUND
JOHN HANCOCK SEAPORT FUND
MARKET VECTORS BRAZIL SMALL-CAP ETF
MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN
MFS DEVELOPMENT FUNDS, LLC
MFS EMERGING MARKETS EQUITY FUND
MFS EMERGING MARKETS EQUITY TRUST
MFS HERITAGE TRUST COMPANY COLLECTIVE INVESTMENT TRUST
MFS HERITAGE TRUST COMPANY COLLECTIVE INVESTMENT TRUST
MFS VARIABLE INSURANCE TRUST II - MFS EMERGING MARKETS EQUITY
PORTFOLIO
MINISTRY OF STRATEGY AND FINANCE
NATIONAL COUNCIL FOR SOCIAL SECURITY FUND
NATIONAL WESTMINSTER BANK PLC AS DEP OF M&G GLOBAL LEADERS FUND A
SUB FD OF M&G INV FUNDS (1)
NATIONAL WESTMINSTER BK PLC AS DEP OF M&G GLOBAL EMERGING MKTS
FUND A SUB FD OF M&G INVEST FDS (7)
NORGES BANK
NORTHWESTERN MUTUAL SERIES FUND, INC. - EMERGING MARKETS EQUITY
PORTFOLIO
SSGA MSCI EMERGING MARKETS SMALL CAP INDEX NON-LENDING COMMON
TRUST FUND
STATE STREET BANK AND TRUST COMPANY INVESTMENT FUNDS FOR TAX
EXEMPT RETIREMENT PLANS
STATE STREET BK & TR CO INV FD F TAX EXEMPT RET PLANS - MSCI EM MKTS
SMALL CAP INDEX SEC LENDING FD
STATE UNIVERSITY RETIREMENT SYSTEM
THE BANK OF KOREA
THE MASTER TRUST BANK OF JAPAN, LTD AS TRUSTEE OF BNY MELLON TBCAM
EMERGING VALUE EQUITY MOTHER FUN
THE MONETARY AUTHORITY OF SINGAPORE
THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD
THE ROCKEFELLER FOUNDATION
THE TBC PRIVATE TRUST
TYCO ELECTRONICS DEFINED BENEFIT PLNS MASTER TST
UPS GROUP TRUST
VANGUARD EMERGING MARKETS SELECT STOCK FUND
WASHINGTON STATE INVESTMENT BOARD
WISDOMTREE EMERGING MARKETS DIVIDEND GROWTH FUND
WISDOMTREE EMERGING MARKETS SMALLCAP DIVIDEND FUND
BOMBARDIER TRUST (CANADA) GLOBAL EQUITIES FUND
NORTHERN IRELAND LOCAL GOVERNMENT OFFICERS SUPERANNUATION
COMMITEE
RBC DEXIA INVESTOR SERVICES TRUST AS TRUSTEE FOR THE CANADA POST
CORPORATION PENSION PLAN
SELECT INTERNATIONAL EQUITY MANAGED FUND
THE BOMBARDIER TRUST (UK)
BUREAU OF LABOR FUNDS - LABOR PENSION FUND
BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND
MFS INTERNATIONAL NEW DISCOVERY FUND
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO
________________________________________________________________
p.p.
Daniel Alves Ferreira
________________________________________________________________
JOANA CENTOLA DE LIMA ROCHA
________________________________________________________________
MIGUEL LONGO JUNIOR
________________________________________________________________
LUIZ ROBERTO MESQUITA DE SALLES OLIVEIRA
EDGAR RAFAEL SAFDIÉ
________________________________________________________________
p.p.
Jaqueline Ernandes