Ethan Frome - Bradesco RI

Banco Bradesco S.A.
CNPJ (Corporate Taxpayer’s ID) #60.746.948/0001-12
NIRE (Registration Number) #35.300.027.795
Publicly-Held Company
Summarized Minutes of the Special and Annual Shareholders’
Meeting held cumulatively on 3.10.2014
Date, Time, Location: On March 10, 2014, at 4:00 p.m., at the headquarters,
Cidade de Deus, Salão Nobre, 5o andar, Prédio Vermelho, Vila Yara, Osasco, SP,
CEP 06029-900.
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 12.31.2013, were published on
2.6.2014, in the newspapers "Diário Oficial do Estado de São Paulo", pages 2 to
20, and "Valor Econômico", pages A13 to A28; b) the Call Notice was published
on February 5, 6, and 7, 2014, in the newspapers "Diário Oficial do Estado de São
Paulo", respectively, pages 23, 3 and 14; and "Valor Econômico", respectively,
pages A5, A7 and B11.
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
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.2.
2.3.2014, on the websites www.bradesco.com.br - Corporate Governance Shareholders, BM&FBOVESPA (www.bmfbovespa.com.br) and CVM
(www.cvm.gov.br).
Resolutions:
At the Special Shareholders Meeting:
1) approved the Board of Directors’ Proposal, registered in the Special Meeting
#2,169, of that Body, of 2.3.2014, to partially amend the bylaws, in the “caput”
of Article 12, reducing from 7 to 3 the minimum number of members for the
position of Officer, adapting it to the current organizational structure of the
Company, which will have the following wording after the approval of the
Central Bank of Brazil: “Article 12) The Company’s Board of Executive
Officers, elected by the Board of Directors, with a 1 (one) year term of office,
will be constituted by 52 (fifty-two) to 108 (one hundred and eight) members,
distributed in the following position categories: - Executive Officers: from 15
(fifteen) to 33 (thirty-three) members, being 1 (one) Chief Executive Officer,
from 5 (five) to 10 (ten) Executive Vice-Presidents; from 6 (six) to 15 (fifteen)
Managing Officers; and from 3 (three) to 7 (seven) Deputy Officers –
Department Officers: from 27 (twenty-seven) to 47 (forty-seven) members; Officers: from 3 (three) to 12 (twelve) members; and Regional Officers: from 7
(seven) to 16 (sixteen) members.”
At the Annual Shareholders Meeting:
2) having acknowledged the Management and the Independent Auditors’ Reports,
the Fiscal Council’s Report and the Summary of the Audit Committee Report,
the Financial Statements for the fiscal year ended on 12.31.2013 were fully
approved;
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.3.
3) the Board of Directors’ Proposal, registered in the Special Meeting #2,169, of
2.3.2014, for the allocation of the net income for the fiscal year 2013 and
ratification of the early distribution of interest on shareholders’ equity and
dividends paid were approved, as follows:
a) the net income of R$12,011,027,779.20 was allocated as follows:
R$600,551,388.96 to the "Profit Reserves - Legal Reserve" account,
R$7,332,568,882.35 for the "Profit Reserves - Statutory Reserve"
account; and R$4,077,907,507.89 for payment of interest on shareholders’
equity and dividends, which have already been paid;
b) the ratification of the distribution of interest on shareholders’ equity and
dividends aforementioned, considering that a new distribution of interest
on shareholder’s equity/dividends for the fiscal year 2013 will not be
proposed to the Meeting;
4) approved the Controlling Shareholders’ Proposal (Cidade de Deus Companhia Comercial de Participações and Fundação Bradesco) to:
a) reelect the following members of the Board of Directors: Messrs. Lázaro de
Mello Brandão, Brazilian, married, banking employee, RG (Identity Card)
1.110.377-2/SSP-SP, CPF (Individual Taxpayer’s ID) 004.637.528/72;
Antônio Bornia, Brazilian, widower, banking employee, RG (Identity Card)
11.323.129-5/SSP-SP, CPF (Individual Taxpayer’s ID) 003.052.609/44;
Mário da Silveira Teixeira Júnior, Brazilian, married, banking employee,
RG (Identity Card) 3.076.007-0/SSP-SP, CPF (Individual Taxpayer’s ID)
113.119.598/15; João Aguiar Alvarez, Brazilian, married, agronomist
engineer, RG (Identity Card) 6.239.718-7/SSP-SP, CPF (Individual
Taxpayer’s ID) 029.533.938/11; Mrs. Denise Aguiar Alvarez, Brazilian,
consensually separated, educator, RG (Identity Card) 5.700.904-1/SSP-SP,
CPF (Individual Taxpayer’s ID) 032.376.698/65; Messrs. Luiz Carlos
Trabuco Cappi, Brazilian, widower, banking employee, RG (Identity Card)
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.4.
5.284.352-X/SSP-SP, CPF (Individual Taxpayer’s ID) 250.319.028/68;
Carlos Alberto Rodrigues Guilherme, Brazilian, married, banking
employee, RG (Identity Card) 6.448.545/SSP-SP, CPF (Individual
Taxpayer’s ID) 021.698.868/34; and Milton Matsumoto, Brazilian, married,
banking employee, RG (Identity Card) 29.516.917-5/SSP-SP, CPF
(Individual Taxpayer’s ID) 081.225.550/04, all domiciled in Cidade de
Deus, Vila Yara, Osasco, SP, CEP 06029-900; and
b) elect to hold the existing position in the Board of Directors Mr. José Alcides
Munhoz, Brazilian, married, banking employee, RG (Identity Card)
50.172.182-4/SSP-SP, CPF (Individual Taxpayer’s ID) 064.350.330/72,
domiciled in Cidade de Deus, Vila Yara, Osasco, SP, CEP 06029-900.
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
2015; 3) declared, under legal penalties, that they are not prevented from
performing the management of a commercial company due to criminal
conviction.
5) observing the provisions of the Minutes of the Controlling Shareholders’ Joint
Meeting (Cidade de Deus - Companhia Comercial de Participações and
Fundação Bradesco), of 2.3.2014, the Fiscal Council was installed in a nonpermanent form, being:
a) elected by indication of the controlling shareholders, as sitting members,
Messrs. Nelson Lopes de Oliveira, Brazilian, married, businessman, RG
(Identity Card) 3.962.261/SSP-SP, CPF (Individual Taxpayer’s ID)
036.974.608/20; João Carlos de Oliveira, Brazilian, married, business
consultant, RG (Identity Card) 50.785.140-7/SSP-SP, CPF (Individual
Taxpayer’s ID) 171.602.609/10, and José Maria Soares Nunes, Brazilian,
divorced, bank employee, RG (Identity Card) 10.729.603-2/SSP-SP, CPF
(Individual Taxpayer’s ID) 001.666.878/20; and as their respective
deputies, Messrs. Jorge Tadeu Pinto de Figueiredo, Brazilian, married,
lawyer, RG (Identity Card) 5.546.755-6/SSP-SP, CPF (Individual
Taxpayer’s ID) 399.738.328/68; Renaud Roberto Teixeira, Brazilian,
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.5.
married, businessman, RG (Identity Card) 3.022.895/SSP-SP, CPF
(Individual Taxpayer’s ID) 057.180.078/53, and Nilson Pinhal, Brazilian,
married, business administrator, RG (Identity Card) 4.566.669/SSP-SP,
CPF (Individual Taxpayer’s ID) 221.317.958/15; all domiciled in Cidade
de Deus, Vila Yara, Osasco, SP, CEP 06029-900;
b) elected by indication of shareholders holding 12.09% of preferred shares,
as sitting member, Mr. Domingos Aparecido Maia, Brazilian, married,
accountant, RG (Identity Card) 7.220.493-X/SSP-SP, CPF (Individual
Taxpayer’s ID) 714.810.018/68; and as deputy, Mr. João Batistela Biazon,
Brazilian, married, businessman, RG (Identity Card) 549.241/SSP-PR, CPF
(Individual Taxpayer’s ID) 003.505.919/20, both domiciled in Cidade de
Deus, Vila Yara, Osasco, SP, CEP 06029-900;
c) elected by indication of shareholders holding 8.31% of common shares, as
sitting member, Mr. Luiz Carlos de Freitas, Brazilian, married, accountant,
RG (Identity Card) 7.580.603/SSP-SP, CPF (Individual Taxpayer’s ID)
659.575.638-20; and as deputy, Mr. Oswaldo de Moura Silveira, Brazilian,
married, investor, RG (Identity Card) 2.849.591/SSP-SP, CPF (Individual
Taxpayer’s ID) 039.735.148/87, both domiciled in Cidade de Deus, Vila
Yara, Osasco, SP, CEP 06029-900;
d) the monthly remuneration is fixed in R$12,000.00 for the Fiscal Council,
for each Sitting Member, and the Deputy Members will only be paid when
replacing the Sitting ones, in cases of vacancy, absence or temporary
impediments.
Continuing the works, the Chairman said that:
I.
the table regarding the calculation of votes that resulted in the election of the
representatives of shareholders holding common and preferred shares,
certified by the board, will be filed at the Company’s Headquarters;
II.
other shareholders holding common and preferred shares abstained from
voting; and
III. the Fiscal Council’s elected members:
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.6.
a) will have 1 (one) year term of office, until the Annual Shareholders’
Meeting to be held in 2015;
b) will be in office after the approval of their positions by the Central Bank of
Brazil;
c) fulfill the conditions set forth in Article 162 of Law #6,404, of 12.15.76,
and declared, under legal penalties, that they are not prevented from
performing the management of a commercial company due to criminal
conviction;
6) the amounts proposed by the Board of Directors, at the Special Meeting
#2,169, of 2.3.2014, for the Management compensation and the budget to
support the Management’s Open Complementary Pension Plans target at the
Management and Employees of Bradesco Organization, related to the fiscal
year 2014, were approved, as follows:
 the annual global amount (fixed fees and eventual variable compensation) up
to R$250,000,000.00 for compensation, and
 the annual amount up to R$250,000,000.00 allocated to support the Plan for
Open Complementary Pension Plan targeted at the Managers and Employees
of Bradesco Organization.
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 plans to its own members and to the
Board of Directors’ members.
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.
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.7.
Quorum of Resolutions: Special Shareholders Meeting: approved by the majority
of votes of the attending shareholders. Registered the request, accepted by all
attending shareholders, to invert the agenda between the Special and Annual
Shareholders’ Meeting, required by the shareholder Luis Eduardo Potsch de
Carvalho e Silva, who congratulated the Board of the Meeting and Bradesco’s
Management for allowing his manifestation, summarized in a document delivered
to the Company management at the moment, which will be filed at the Company.
Annual Shareholders Meeting: approved by the majority of votes of the attending
shareholders, abstaining from voting those legally prevented, also being registered,
by the board of the meeting the delivery of the manifestation by Caixa de
Previdência dos Funcionários do Banco do Brasil – PREVI, abstaining itself from
voting in relation to the election of the Board of Directors’ Members.
Approval and Execution of the Minutes: after being drawn up and read, these
Minutes were approved and signed by all the attending shareholders, including 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; Shareholders: Lázaro de Mello Brandão; Antônio Bornia; Mário da
Silveira Teixeira Júnior; João Aguiar Alvarez; Denise Aguiar Alvarez; Luiz
Carlos Trabuco Cappi; Carlos Alberto R. Guilherme; Milton Matsumoto; José
Alcides Munhoz; Aurélio Conrado Boni; Sérgio Alexandre F. Clemente; Marco
Antonio Rossi; Luiz Carlos Angelotti; Marcelo de Araújo Noronha; Nilton
Pelegrino Nogueira; Denise Pauli Pavarina; Luiz Fernando Peres; Caixa de
Previdência dos Funcionários do Banco do Brasil – PREVI, represented by its
attorney-in-fact, Mr. Silvio Moura de Oliveira; Concialpa Participações e
Comércio Ltda., represented by its officer, Mr. João Aguiar Alvarez; Cidade de
Deus - Companhia Comercial de Participações and Fundação Bradesco,
represented by their Chief Executive Officer, Mr. Lázaro de Mello Brandão; NCF
Participações S.A. and Titanium Holdings S.A., represented by their Officers,
Messrs. Julio de Siqueira Carvalho de Araujo and Domingos Figueiredo de Abreu;
The Bank of Tokyo – Mitsubishi UFJ Ltd., represented by its attorney-in-fact, Mr.
Nobuo Yamazaki; The Bank of New York Mellow, represented by Banco
Bradesco S.A., and this one by its attorney-in-fact, Mr. José Donizetti de Oliveira;
Osvaldo de Moura Silveira; Nilson Pinhal; Antônio Álvaro Mascaro de Tella;
Carlos Laurindo Barbosa; Victor Moraes Amaral Filho; Alain Charles Edouard
Moreau and Maria Donata Peixoto, by own position and also as usufructuaries of
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.8.
Filipe Eduardo Moreau, Mariana Moreau, Daniela Maria Moreau and Gisela Maria
Moreau, represented by their attorney-in-fact, Mr. Carlos Laurindo Barbosa; Bras
Moreau Antunes, Celeste Moreau Antunes, Dora Mariani Moreau Stroeter, Isabel
Chaib Moreau, Josefina Mariani Moreau Schiller, Rosa Moreau Antunes, Tome
Moreau Antunes, Lourenço Bittencourt Rebetez, Inácio Bittencourt Rebetez and
Gustavo Niero Moreau, represented by their attorney-in-fact, Mr. Carlos Laurindo
Barbosa; Albertina Tassinari Brandão, Beatriz Tassinari Brandão, Cecília Tassinari
Brandão, João Pedro Brandão Solano Pereira and Sônia Tassinari Brandão,
represented by their attorney-in-fact, Mr. Carlos Laurindo Barbosa; Estate of
Amador Aguiar, represented by its executor, Mr. Afonso CollaFrancisco Júnior;
Laudo Natel; Ana Eliza Aguiar Morelli Ramos, Daniel Aguiar Morelli, Marcelo
Aguiar Fasano and Rubens Aguiar Alvarez, represented by their attorney-in-fact,
Mr. Carlos Laurindo Barbosa; Magnat Participações Ltda., IGN Participações
Ltda. and Mil SF Participações Ltda., represented by their attorney-in-fact, Mr.
Laudo Natel; Antônio Beltran Martinez, represented by his attorney-in-fact, Mr.
Carlos Laurindo Barbosa; Henrique Borenstein; Candido Leonelli, Alexandru
Solomon; Altino Avian; Carlos Mariani Bittencourt, by own position and also
representing Mrs. Anna Helena Mariani Bittencourt; Clarisse Aguiar Alvarez
Gaito; Ernesto de Paula Guimarães Neto; Ana Helena Rudge de Paula Guimarães,
Roberto Rudge de Paula Guimarães, Maria Helena Rudge Guimarães and Liliana
de Paula Guimarães, represented by their attorney-in-fact, Mr. Ernesto de Paula
Guimarães Neto; Johan Albino Ribeiro; Jair Delgado Scalco; José Cássio Soares
Hungria; Laércio Albino Cezar; Márcio Artur Laurelli Cypriano; Lina Maria
Aguiar; Luiz Alves dos Santos; Norberto Pinto Barbedo; Odair Afonso Rebelato;
Roberto Kaminitz, by own position and also representing Mr. Pablo Henrique
Kaminitz; Sócrates Fonseca Guimarães; Willy Otto Jordan; Norton Glabes Labes;
Norton Aguiar Labes; Arthur Labes Neto; Juliana Aguiar Labes; Suely Maria
Aguiar Labes; José Luiz Rodrigues Bueno; Jorge Michel Lepeltier, represented by
his attorney-in-fact, Mr. Eduardo Bocuzzi; Rodrigo Rhormens Alves Natel;
Mauricio Gamba Natel; Luiz Amador Aguiar; João Batistela Biazon; Renaud
Roberto Teixeira; Paulo Manuel Taveira de Oliveira Ferreira; Luis Eduardo Potsch
de Carvalho e Silva; Ageo Silva; Carlos Alberto de Campos; Jorge Tadeu Pinto de
Figueiredo; Sérgio Tormin; Lélio Lauretti; Osvaldo Fontes Freitas; André
Bernardino da Cruz Filho; Marcos Daré; João Carlos de Oliveira; Domingos
Aparecido Maia; Yara Piauilino; Cassiano Ricardo Scarpelli; ABERDEEN
EMERGING OPPORTUNITIES FUND; ABERDEEN GLOBAL - LATIN
AMERICAN EQUITY FUND; DEKA MASTER HAEK I; and ABERDEEN
GLOBAL BRAZIL EQUITY FUND, represented by Banco BNP Paribas Brasil
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.9.
S.A., and this one by its attorney-in-fact, Mr. George Washington Tenório
Marcelino; AMUNDI FUNDS, represented by Itaú Unibanco S.A., and this one by
its attorney-in-fact, Mr. George Washington Tenório Marcelino; AMUNDI
ACTIONS EMERGENTS; GRD21; and FDA 21, represented by Banco Santander
(Brasil) S.A., and this one by its attorney-in-fact, Mr. George Washington Tenório
Marcelino; ABERDEEN EMERGING MARKETS FUND; ABERDEEN LATIN
AMERICA EQUITY FUND, INC.; ABERDEEN LATIN AMERICAN EQUITY
FUND, A SERIES OF ABERDEEN FUNDS; ABU DHABI RETIREMENT
PENSIONS AND BENEFITS FUND; ADVANCED SERIES TRUST - AST
PARAMETRIC EMERGING MARKETS EQUITY PORTFOLIO; ADVANCED
SERIES TRUST - AST PRUDENTIAL GROWTH ALLOCATION PORTFOLIO;
ADVANCED SERIES TRUST - AST QMA EMERGING MARKETS EQUITY
PORTFOLIO; AEGON CUSTODY B.V.; AGF EMERGING MARKETS FUND;
AGF EMERGING MARKETS POOLED FUND; AGF GLOBAL INVESTMENT
SERIES FUND PLC; AGF INVESTMENTS INC; ALABAMA TRUST FUND;
ALASKA PERMANENT FUND; AMERICAN AIRLINES, INC. MASTER
FIXED
BENEFIT
PENSION
TRUST;
AMERICAN
CENTURY
QUANTITATIVE EQUITY FUNDS, INC. - EMERGING MARKETS VALUE
FUND; AT&T UNION WELFARE BENEFIT TRUST; BARING UK
UMBRELLA FUND - BARING THEMED EQUITY FUND; BELL ATLANTIC
MASTER TRUST; BELLSOUTH CORPORATION RFA VEBA TRUST; BEST
INVESTMENT CORPORATION; BLACKROCK CDN MSCI EMERGING
MARKETS INDEX FUND; BLACKROCK INSTITUTIONAL TRUST
COMPANY, N.A.; BRANDES CANADA EMERGING MARKETS EQUITY
UNIT TRUST; BRITISH AIRWAYS PENSION TRUSTEES LIMITED - MAIN
A/C; BRITISH AIRWAYS PENSION TRUSTEES LTD. (MPF A/C);
CALIFORNIA
PUBLIC
EMPLOYEES´
RETIREMENT
SYSTEM;
CAMPBELLS SOUP COMPANY PENSION AND RETIREMENT TRUST;
CANADA PENSION PLAN INVESTMENT BOARD; CF DV EMERGING
MARKETS STOCK INDEX FUND; CITY OF NEW YORK GROUP TRUST;
CN CANADIAN MASTER TRUST FUND; COLLEGE RETIREMENT
EQUITIES
FUND;
COMMONWEALTH
SUPERANNUATION
CORPORATION; COUNTY EMPLOYEES ANNUITY AND BENEFIT FUND
OF THE COOK COUNTY; DB X -TRACKERS MSCI BRAZIL HEDGED
EQUITY FUND; DOMINION RESOURCES, INC. MASTER TRUST; EATON
VANCE COLLECTIVE INVESTMENT TRUST FOR EMPLOYEE BENEFIT
PLANS - EMERGING MARKETS EQUITY FUND; EMERGING MARKETS
EQUITY FUND SERIES OF MOUNTAIN PACIFIC FUTURE WORLD
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.10.
FUNDS, LLC; EMERGING MARKETS EQUITY INDEX MASTER FUND;
EMERGING MARKETS EQUITY INDEX PLUS FUND; EMERGING
MARKETS
EQUITY
TRUST
4;
EMERGING
MARKETS
EXCONTROVERSIAL WEAPONS EQUITY INDEX FUND B; EMERGING
MARKETS INDEX NON-LENDABLE FUND; EMERGING MARKETS INDEX
NON-LENDABLE FUND B; EMERGING MARKETS PLUS SERIES OF
BLACKROCK QUANTITATIVE PARTNERS, L.P.; EMERGING MARKETS
SUDAN FREE EQUITY INDEX FUND; EMERGING MKTS EQTY MGRS:
PORTFOLIO 1 OFFSHORE MASTER L.P.; EMPLOYEES RETIREMENT
SYSTEM OF TEXAS; EMPLOYEES RETIREMENT SYSTEM OF THE STATE
OF HAWAII; EVANGELICAL LUTHERAN CHURCH IN AMERICA BOARD
OF PENSIONS; EVERGREEN ALTERNATIVE CAPITAL INC; FIDELITY
EMERGING MARKETS FUND; FIDELITY GLOBAL FUND; FIDELITY
INTERNATIONAL DISCIPLINED EQUITY FUND; FIDELITY INVESTMENT
TRUST: FIDELITY TOTAL INTERNATIONAL EQUITY FUND; FIDELITY
INVESTMENT TRUST: LATIN AMERICA FUND; FIDELITY LATIN
AMERICA FUND; FIDELITY SALEM STREET TRUST: FIDELITY SERIES
GLOBAL EX U.S. INDEX FUND; FIDELITY SALEM STREET TRUST:
SPARTAN EMERGING MARKETS INDEX FUND; FIDELITY SALEM
STREET TRUST: SPARTAN GLOBAL EX U.S. INDEX FUND; FIRST TRUST
BRAZIL ALPHADEX FUND; FORD MOTOR COMPANY DEFINED
BENEFIT MASTER TRUST; FORD MOTOR COMPANY OF CANADA,
LIMITED PENSION TRUST; FUTURE FUND BOARD OF GUARDIANS;
GENERAL ELECTRIC PENSION TRUST; GMAM GROUP PENSION TRUST
II; GMAM INVESTMENT FUNDS TRUST; GMO FUNDS PLC; GMO
GLOBAL REAL RETURN (UCITS) FUND, A SUB-FUND OF GMO FUNDS
PLC; GMO IMPLEMENTATION FUND, A SERIES OF GMO TRUST; GMO
REAL RETURN ASSET ALLOCATION FUND, L.P.; GMO TRUST ON
BEHALF OF GMO EMERGING COUNTRIES FUND; GMO TRUST ON
BEHALF OF GMO EMERGING MARKETS FUND, A SERIES OF GMO
TRUST; GOLDMAN SACHS GMS ERISA GROUP TRUST ON BEHALF OF
NON-US EQUITY MANAGERS: PORTFOLIO 1 [ERISA]; HALLIBURTON
COMPANY EMPLOYEE BENEFIT MASTER TRUST; HARBOR CAPITAL
GROUP TR.FOR DEFINED BEN.PL.; HARBOR INTERNATIONAL FUND;
HSBC BRIC EQUITY FUND; IBM 401(K) PLUS PLAN; ILLINOIS STATE
BOARD OF INVESTMENT; ING EMERGING MARKETS INDEX
PORTFOLIO; ISHARES II PUBLIC LIMITED COMPANY; ISHARES III
PUBLIC LIMITED COMPANY; ISHARES MSCI ACWI EX US INDEX FUND;
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.11.
ISHARES MSCI ACWI INDEX FUND; ISHARES MSCI BRIC INDEX FUND;
ISHARES MSCI EMERGING MARKETS INDEX FUND; ISHARES PUBLIC
LIMITED COMPANY; ISHARES V PUBLIC LIMITED COMPANY; JAPAN
TRUSTEE SERVICES BANK, LTD RE: STB EMERGING MARKETS HIGH
DIVIDEND EQUITY MOTHER FUND; KENTUCKY RETIREMENT
SYSTEMS; KENTUCKY RETIREMENT SYSTEMS INSURANCE TRUST
FUND; LEGG MASON GLOBAL FUNDS, P.L.C.; LOCKHEED MARTIN
CORPORATION MASTER RETIREMENT TRUST; LPI PROFESSIONEL
FORENING, LPI AKTIER EMERGING MARKETS II; LVIP BLACKROCK
EMERGING MARKETS INDEX RPM FUND; M FUND, INC.; MELLON
BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND
PLAN; MINISTRY OF STRATEGY AND FINANCE; MORGAN STANLEY
INVESTMENT
MANAGEMENT
EMERGING
MARKETS
TRUST;
NATIONAL COUNCIL FOR SOCIAL SECURITY FUND; NATIONAL
PENSION SERVICE; NATIONAL WESTMINSTER BANK PLC ADO FIRST
STATE INV ICVC - FIRST STATE GLOBAL EMER MARKETS LEADERS
FD; NATIONAL WESTMINSTER BANK PLC ADO FIRST STATE INV ICVC
-FIRST STATE GLOBAL EM MKTS SUSTAINABILITY F; NATIONAL
WESTMINSTER BANK PLC ADO FIRST STATE INVEST ICVC - FIRST
STATE GLOBAL EMERGING MARKETS FD; NATIONAL WESTMINSTER
BK PLC AS DEP OF M&G GLOBAL EMERGING MKTS FUND A SUB FD OF
M&G INVEST FDS (7); NAV CANADA PENSION PLAN; NEW YORK
STATE
TEACHERS
RETIREMENT
SYSTEM;
NEW
ZEALAND
SUPERANNUATION FUND; NORTHERN TRUST INVESTMENT FUNDS
PLC; NUCLEAR ELECTRIC INSURANCE LIMITED; NZAM EM8 EQUITY
PASSIVE FUND; ONTARIO PUBLIC SERVICE EMPLOYEES UNION
PENSION TRUST FUND; PICTET - EMERGING MARKETS INDEX; PICTET
FUNDS S.A RE: PI(CH)-EMERGING MARKETS TRACKER; PICTET
GLOBAL SELECTION FUND - GLOBAL HIGH YIELD EMERGING
EQUITIES FUND; PPL SERVICES CORPORATION MASTER TRUST;
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY;
PYRAMIS EMERGING MARKETS ALL CAP FUND, LP; PYRAMIS
EMERGING MARKETS EQUITY TRUST; PYRAMIS GLOBAL EX U.S.
INDEX FUND LP; PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT
PLANS; PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS:
PYRAMIS EMERGING MARKETS COMMINGLED POOL; PYRAMIS
SELECT EMERGING MARKETS EQUITY TRUST; SCHWAB EMERGING
MARKETS EQUITY ETF; SCHWAB FUNDAMENTAL EMERGING
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.12.
MARKETS LARGE COMPANY INDEX ETF; SCHWAB FUNDAMENTAL
EMERGING MARKETS LARGE COMPANY INDEX FUND; SCOTIA LATIN
AMERICAN FUND; SCRI ROBECO INSTITUTIONEEL EMERGING
MARKETS QUANT FONDS; SOUTHERN CA EDISON CO NUCLEAR FAC
QUAL CPUC DECOM M T FOR SAN ONOFRE AND PALO VERDE NUC
GEN STATION; ST. JAMES S PLACE GLOBAL EMERGING MARKETS
UNIT TRUST; STANLIB FUNDS LIMITED; STATE FARM MUTUAL FUND
TRUST INTERNATIONAL EQUITY FUND; STATE FARM VARIABLE
PRODUCT TRUST INTERNATIONAL EQUITY FUND; STATE OF
CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS; STATE OF
NEW JERSEY COMMON PENSION FUND D; STATE OF OREGON; STATE
UNIVERSITY RETIREMENT SYSTEM; STICHTING CUSTODY ROBECO
INSTITUTIONAL RE: ROBECO CUSTOMIZED QUANT EMERGING
MARKETS FONDS; STICHTING F&C WERELDWIJD ENHANCED
AANDELENFONDS; STICHTING PHILIPS PENSIOENFONDS; SUNSUPER
POOLED SUPERANNUATION TRUST; TD EMERGING MARKETS LOW
VOLATILITY FUND; TEACHER RETIREMENT SYSTEM OF TEXAS;
TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS; THE
BANK OF KOREA; THE CALIFORNIA STATE TEACHERS RETIREMENT
SYSTEM; THE EMERGING MARKETS FUND, A SERIES OF THE BAILLIE
GIFFORD FUNDS; THE GENERAL MOTORS CANADIAN HOURLY-RATE
EMPLOYEES PENSION PLAN; THE GENERAL MOTORS CANADIAN
RETIREMENT PROGRAM FOR SALARIED EMPLOYEES; THE
GOVERNMENT OF THE PROVINCE OF ALBERTA; THE MCGRAW HILL
RETIREMENT PLAN COLLECTIVE INVESTMENT TRUST; THE
MONETARY AUTHORITY OF SINGAPORE; THE NOMURA TRUST AND
BANKING CO., LTD. RE: INT. EMERGING STOCK INDEX MSCI
EMERGING NO HEDGE MOTHER; THE PENSION RESERVES
INVESTMENT MANAGEMENT BOARD; THE PFIZER MASTER TRUST;
THE PNC FINANCIAL SERVICES GROUP, INC. PENSION PLAN; THE
PREMIER TRUST FUND FOR QUALIFIED EMPLOYEE BENEFIT PLANS;
THE ROCKEFELLER FOUNDATION; THE SEVENTH SWEDISH
NATIONAL PENSION FUND - AP 7 EQUITY FUND; THE STATE
TEACHERS RETIREMENT SYSTEM OF OHIO; TIAA-CREF FUNDS - TIAACREF EMERGING MARKETS EQUITY FUND; TIAA-CREF FUNDS - TIAACREF EMERGING MARKETS EQUITY INDEX FUND; TOUCHSTONE
EMERGING MARKETS EQUITY FUND; TREASURER OF THE STATE OF
NORTH CAROLINA EQUITY INVESTMENT FUND POOLED TRUST;
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.13.
TRUSTEES OF THE ESTATE OF BERNICE PAUAHI BISHOP DBA
KAMEHAMEHA SCHOOLS; UNITED TECHNOLOGIES CORPORATION
MASTER RETIREMENT TRUST; UPS GROUP TRUST; USAA EMERGING
MARKETS FUND; UTAH STATE RETIREMENT SYSTEMS; VANGUARD
EMERGING MARKETS SELECT STOCK FUND; VANGUARD EMERGING
MARKETS STOCK INDEX FUND; VANGUARD FTSE ALL-WORLD EX-US
INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY
INDEX FUNDS; VANGUARD FUNDS PUBLIC LIMITED COMPANY;
VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF
VANGUARD INTERNATIONAL EQUITY INDEX FUNDS; and WELLS
FARGO ADVANTAGE EMERGING MARKETS EQUITY INCOME FUND,
represented by Citibank N.A., and this one by its attorney-in-fact, Mr. George
Washington Tenório Marcelino; BEST INVESTMENT CORPORATION; FIRST
STATE GLOBAL UMBRELLA FUND PLC FIRST STATE GLOBAL
EMERGING MARKETS SELECT FUND; BRITISH COLUMBIA
INVESTMENT MANAGEMENT CORPORATION; JPM MULTI INCOME
FUND; HSBC LATIN AMERICAN EQUITY FUND; ING BRIICSS FUND; and
NATIONAL GRID UK PENSION SCHEME TRUSTEE LIMITED, represented
by HSBC CTVM S.A., and this one by its attorney-in-fact, Mr. George
Washington Tenório Marcelino; BRITISH COAL STAFF SUPERANNUATION
SCHEME; CONNECTICUT GENERAL LIFE INSURANCE COMPANY;
CURIAN/ABERDEEN
LATIN
AMERICA
FUND;
FIDELITY
INSTITUTIONAL FUNDS ICVC - SELECT EMERGING MARKETS
EQUITIES FUND; FIDELITY INVESTMENTS MONEY MANAGEMENT
INC.; JAPAN TRUSTEE SERVICES BANK,LTD AS T F T SUMITOMO T & B
CO., LTD AS T F M S L A E F ( F Q I I ONLY); JNL/MELLON CAPITAL
EMERGING MARKETS INDEX FUND; JP MORGAN INVESTMENT FUNDS;
JPMORGAN FUNDS; JPMORGAN GLOBAL EMERGING MARKETS
INCOME TRUST PLC; MORGAN STANLEY INVESTMENT FUNDS
EMERGING
MARKETS
EQUITY
FUND;
MORGAN
STANLEY
INVESTMENT FUNDS LATIN AMERICAN EQUITY FUND; NATIONAL
WESTMINSTER BANK PLC AS DEPOSITARY OF JPM MULTI-ASSET
INCOME FUND; NEW WORLD FUND INC.; NEW YORK STATE COMMON
RETIREMENT FUND; NORGES BANK; PUBLIC EMPLOYEES
RETIREMENT SYSTEM OF OHIO; RETIREMENT INCOME PLAN OF
SAUDI ARABIAN OIL COMPANY; STICHTING DEPOSITARY APG
EMERGING MARKETS EQUITY POOL; T. ROWE PRICE RETIREMENT
DATE TRUST; T.ROWE PRICE EMERGING MARKETS STOCK FUND;
./.
Summarized Minutes of the Special and Annual Shareholders’ of
Banco Bradesco S.A. held cumulatively on March 10, 2014 – (CNPJ)
Corporate Taxpayer’s ID #60.746.948/0001-12 – (NIRE)
Registration Number #35.300.027.795.
.14.
T.ROWE PRICE FUNDS SICAV; T.ROWE PRICE I INT FUNDS, INC. ON
BEHALF OF ITS SEPARATE SER T.ROWE PRICE IEMER MARKET
EQUITY FUND; T.ROWE PRICE INTERNATIONAL FUNDS: T.ROWE
PRICE LATIN AMERICA FUND; T.ROWE PRICE T CO,TRT OF THE INT
COMMON T FUND ON BEHALF OF ITS UNDERLYING T, EMERGING
MARKETS E T; THE HARTFORD GLOBAL ALL ASSET FUND; THE
MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR
MTBJ400045833; THE MASTER TRUST BANK OF JAPAN, LTD. AS
TRUSTEE FOR MTBJ400045835; VANGUARD INVESTMENT SERIES, PLC;
and VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A
SERIES OF VANGUARD STAR FUNDS, represented by J.P. Morgam S.A.
DTVM, and this one by its attorney-in-fact, Mr. George Washington Tenório
Marcelino; ITAÚ GOVERNANÇA CORPORATIVA AÇÕES FUNDO DE
INVESTIMENTO; and ITAU FLEXPREV VALOR ACOES FI, represented by
Itaú Unibanco S.A., and this one by its attorney-in-fact, Mr. George Washington
Tenório Marcelino; BB TOP AÇÕES SETOR FINANCEIRO FI; AÇÕES 22
FUNDO DE INVESTIMENTO; BB AÇÕES IBRX ATIVO FI; BB TOP AÇÕES
IBRX INDEXADO FI; BB PREVIDÊNCIA AÇÕES FI; BB TOP AÇÕES DUAL
STRATEGY FI; BB TOP AÇÕES IBOVESPA INDEXADO FI; BB TOP AÇÕES
IBOVESPA ATIVO FI; BB CAP IBOVESPA INDEXADO FI EM AÇÕES; BB
CAP AÇÕES FI; BRASILPREV TOP A FUNDO DE INVESTIMENTO EM
AÇÕES; BB ECO GOLD FUNDO DE INVESTIMENTO AÇÕES; BB
PREVIDENCIÁRIO AÇÕES GOVERNANÇA FI; BB TOP AÇÕES INDICE
SUSTENT EMPR FIA; BB BNC AÇÕES NC NOSSO CLUBE DE
INVESTIMENTO; and FI AÇÕES BOTÂNICA SUSTENTABILIDADE,
represented by BB Gestão de Recursos – DTVM S.A., and this one by its attorneyin-fact, Mr. Pedro Guisso Filho; Auditor: Cláudio Rogélio Sertório.
-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.-.
We declare that this present instrument is a free English translation of the Minutes
drawn up in the Company’s records and that the signatures, in the same records,
are authentic.
Banco Bradesco S.A.
./.