SÃO CARLOS EMPREENDIMENTOS E PARTICIPAÇÕES S.A.
Corporate Taxpayer’s ID (CNPJ/MF) 29.780.061/0001-09
Corporate Registry ID (NIRE) 35300171004
(“Company”)
Minutes of the Annual Shareholders’ Meeting held on April 30, 2008
DATE, TIME AND PLACE: On April 30, 2008, at 11:00 am, at the Company’s headquarters, in
the city and state of São Paulo, at Rua Dr. Eduardo de Souza Aranha, 153, 12º andar (parte).
ATTENDANCE: The formalities required by article 127 of Law 6,404/76 were complied with in
the Shareholders’ Attendance Book. Shareholders representing 56.95% of the Company’s total
capital stock attended the Annual Shareholders’ Meeting, and the quorum for instatement was
verified. The representative of Deloitte Touche Tohmatsu Auditores Independentes, Mr. Odair dos
Santos, and the Company’s managers also attended the meeting.
CALL NOTICE AND PREVIOUS PUBLICATIONS: (a) the call notices referred to by articles
124 and 133 of Law 6,404/76 were published in the Official Gazette of the State of São Paulo
(“Diário Oficial”), Business Section, editions as of April 12, 15 and 16, 2008, respectively on pages
29, 30 and 42; and in the newspaper “Valor Econômico”, national edition, as of April 14, 15 and 16,
2008, respectively on pages B-2, C-5 and C-8; (b) Management Report, Balance Sheet, Income
Statement for the Year, Changes in Shareholders’ Equity Statement, Changes in Financial Position
Statement, Cash Flow Statement, Notes to the Financial Statements and the Independent Auditors’
Opinion, published on March 12, 2008, in the “Diário Oficial”, pages 41,42,43,46,47 and 48, and in
the newspaper “Valor Econômico”, pages C-4 and C-5.
PRESIDING BOARD: Chairman, Mr. Rolando Mifano; and Secretary, Mr. Gustavo Oliva Galizzi.
READING OF DOCUMENTS: Reading of documents referred to in article 133 of Law 6,404/76
was dismissed, since these documents were acknowledged by everyone.
AGENDA: (i) examine the Management accounts, analyze, discuss and vote the Management
Report and the Financial Statements accompanied by the Independent Auditors’ Opinion, related to
the fiscal year ended on December 31, 2007; (ii) approve the allocation of net income for the fiscal
year ended on December 31, 2007; and (iii) determine the Company’s management global
compensation for the fiscal year of 2008.
RESOLUTIONS: The shareholders, by unanimous decision, and those legally impeded abstaining
from voting, approved the following subjects after discussions:
(i)
the Management Report, Balance Sheet, Income Statement for the Year, Changes in
Shareholders’ Equity Statement, Changes in Financial Position Statement, Cash Flow
Statement and Notes to the Financial Statements, related to the fiscal year ended on
December 31, 2007, published as reported above (Call Notice and Previous
Publications), already audited by Deloitte Touche Tohmatsu Auditores Independentes,
as per opinion dated March 3, 2008;
(ii)
that the Company’s “Net Income for the Year” related to the fiscal year ended on
December 31, 2007, in the amount of sixty-eight million, three hundred, thirty-one
thousand, five hundred, fifteen reais and ninety-four cents (R$68,331,515.94), has the
following allocation: (a) distribute dividends in the total amount of sixteen million, two
hundred, twenty-eight thousand, seven hundred, thirty-five reais and four cents
(R$16,228,735.04), corresponding to R$0.267674178 per common share to be
distributed to shareholders on May 15, 2008, and the Company’s shares shall be traded
“ex-dividends” from May 2, 2008 on; (b) profit retention in the amount of forty-eight
million, six hundred, eighty-six thousand, two hundred, five reais and ten cents
(R$48,686,205.10), in order to meet the capital budget, pursuant to article 196 of Law
6,404/76; and (c) set up a legal reserve in the amount of three million, four hundred,
sixteen thousand, five hundred, seventy-five reais and eighty cents (R$3,416,575.80),
corresponding to five per cent (5%) of this net income, pursuant to article 193 of the
referred Law 6,404/76; and
(iii)
the proposal for the global and annual compensation to Board of Directors’ members
and toBoard of Executive Officers of up to seven million reais (R$7,000,000.00),
excluding the amounts related to payroll charges payable. The Board of Directors is
responsible for determining the individual amount, and where applicable, benefits of any
kind and representation fees, pursuant to article 152 of Law 6,404/76.
CLOSING OF THE MEETING AND DRAWING OF THE MINUTES: Nothing else to be
discussed, the meeting was adjourned to draw up these minutes, which were read, approved and
signed by all attending shareholders. The publication of these minutes excluding the signatures of
the attending shareholders was authorized, pursuant to article 130, paragraph 2 of Law 6,404/76.
São Paulo, April 30, 2008. Mr. Rolando Mifano, Chairman of the Presiding Board; Mr. Gustavo
Oliva Galizzi, Secretary. Shareholders: (a) Companhia Brasileira de Varejo, LLC, by Tatiana
Buzalaf Schmidt; (b) Cedar Trade LLC, by Tatiana Buzalaf Schmidt; (c) Marcel Herrmann Telles,
by Tatiana Buzalaf Schmidt; (d) Carlos Alberto da Veiga Sicupira, by Tatiana Buzalaf Schmidt; (e)
Fidelity Investment Trust:Latin America Fund, by Marco Antonio Iamnhuk; (f) Rockefeller
Brothers Fund Inc., by Marco Antonio Iamnhuk; (g) Fidelity Latin America Fund, by Marco
Antonio Iamnhuk; (h) Caisse De Depot ET Placement Du Quebec, by Marco Antonio Iamnhuk; (i)
Fidelity Advisor Series VIII: Latin America Fund, by Marco Antonio Iamnhuk; (j) Alpine
International Real Estate Equity Fund, by Marco Antonio Iamnhuk; (l) Fidelity Funds - Latin
America Fund, by Marco Antonio Iamnhuk; (m) Janus Overseas Fund, by Marco Antonio Iamnhuk;
(n) Janus Adviser International Growth Fund, by Marco Antonio Iamnhuk; (o) Janus Aspen Series –
International Growth Portfolio, by Marco Antonio Iamnhuk; and (p) Evergreen Emerging Markets
Growth Fund, by Marco Antonio Iamnhuk.
This is a free English translation of the Minutes of the Annual Shareholders’s Meeting held on April
30, 2008, drawn up in the book “Registry of General Meetings Minutes”, and its publication is
authorized.
Mr. Gustavo Oliva Galizzi
Secretary