BANCO DO ESTADO DO RIO GRANDE DO SUL S.A.
Corporate Taxpayer’s ID (CNPJ/MF): 92.702.067/0001-96
Publicly-held Company
Company Registry (NIRE): 43300001083
Minutes no. 182
ANNUAL AND EXTRAORDINARY SHAREHOLDERS’ MEETING
Place, Date and Time – The Annual and Extraordinary Shareholders’ Meetings were held on April 30,
2014, at 11:00 a.m., at the company’s head offices at Rua Capitão Montanha, 177 - 4º floor, Zip Code
90018-900, in the city of Porto Alegre. Attendance – attended the meeting, in person or through their
legal representatives, the holders of common shares totaling more than two thirds (2/3) of the
Company's voting capital. Also attended the meeting Mr. Dario Ramos da Cunha (CRC 1SP214-144/O1), representing Ernst & Young Auditores Independentes S/A. and members of the Company’s
Management and Fiscal Council. Presiding Board – Mrs. Iria Salton Rotunno was elected to chair the
meeting, who then invited Mr. Almir da Costa Barreto to act as secretary. Publications: The documents
established in Article 133, items I, II and III, of Law 6,404/76 were published in the Diário Oficial do
Estado do Rio Grande do Sul (Caderno Indústria e Comércio) and in the newspapers Zero Hora and
Valor Econômico, issues of February 17, 2014. Call notice: The call notice for the meetings was
published in the newspaper Zero Hora, pages 35, 31 and 36, in the Diário Oficial do Estado do Rio
Grande do Sul (pages 11, 3 and 3, of the Caderno Indústria e Comércio) and in the newspaper Valor
Econômico, pages A10, A8 and A8, of the issues of April 14, 15 and 16, 2014, respectively. Agenda of
the Meetings: I – At the Annual Shareholders’ Meeting – 1) To acknowledge the management’s
accounts and to examine, discuss and vote on the Financial Statements, the Management’s Report, the
Independent Auditors’ Report and the Fiscal Council’s Report related to the fiscal year ended
December 31, 2013; 2) To resolve on: 2.1) the allocation of the net income for the fiscal year ended
December 31, 2013; 2.2) the ratification of the payment of interest on equity to be imputed to the
dividends; 2.3) the payment of additional dividends; 3) the capital budget proposal prepared pursuant
to Article 196, of Law 6,404/76, and the proposal for the total dividends equivalent to 40% of net
income for fiscal year 2014; 4) the election of one member of the Board of Directors for filling of
vacancy; 5) Removal of member of the Board of Directors and election of his replacement; 6) the
election of the sitting members of the Fiscal Council and their respective alternates; 7) the
establishment of the compensation of the members of the Board of Directors, Fiscal Council and Board
of Executive Officers; II – At the Extraordinary Shareholders’ Meeting - 1) To resolve on the proposal
for the Company’s capital increase from R$3,750,000,000.00 to R$4,000,000,000.00, with funds from
the profit reserve totaling R$250,000,000.00, without issuing new shares; 2) to resolve on the proposal
to amend the Bylaws: 2.1 – the head paragraph of Article 4, to adjust it to take account of the
Company’s new capital stock; 2.2 – the head paragraph of Article 5, to include the share conversions
on February 28, 2013 and February 28, 2014; 2.3 - alteration of section 12 of Article 27, to include risk
limits in fixing the maximum borrowing limit per client; 2.4 - Article 30, inclusion of letter “e”, in
accordance with Resolution No. 4122, of August 02, 2012, by the Central Bank of Brazil, which,
regarding the mandate of the Board of Executive Officers members, these will extend until the
induction of its substitutes. Resolutions: I – At the Annual Shareholders' Meeting: 1) The shareholders
approved with no restrictions the management’s accounts, the Financial Statements, the
Management’s Report, the Independent Auditors’ Report and the Fiscal Council’s Report related to the
fiscal year ended December 31, 2013. 2) The shareholders also approved: 2.1) the allocation of the net
income for the fiscal year ended December 31, 2013 in the amount of R$791,614,486.46 (seven
hundred ninety-one million six hundred and fourteen thousand four hundred eighty-six Reais and
forty-six cents). This amount will be distributed as follows: Constitution of the Legal Reserve:
R$39,580,724.32 (thirty-nine million, five hundred and eighty thousand, seven hundred twenty-four
Reais and thirty-two cents); Constitution of the Statutory Reserve: R$197,903,621.62 (one hundred
ninety-seven million, nine hundred and three thousand, six hundred twenty-one Reais and sixty-two
cents); Constitution of the Expansion Reserve: R$239,785,711.83 (two hundred thirty-nine million,
seven hundred eighty-five thousand, seven hundred eleven Reais and eighty-three cents); Interest on
Equity: R$244,942,767.49 (two hundred forty-four million, nine hundred forty-two thousand, seven
hundred sixty-seven Reais and forty-nine cents); and Dividends Proposed: R$69,401,661.20 (sixty-nine
million, four hundred and one thousand, six hundred sixty-one Reais and twenty cents); 2.2) the
ratification of the payment of interest on equity totaling R$244,942,767.49 (two hundred forty-four
million, nine hundred forty-two thousand, seven hundred sixty-seven Reais and forty-nine cents), paid
on March 27, 2013, June 27, 2013, September 26, 2013 and December 18, 2013, in the amounts of
R$60,255,920.80 (sixty million, two hundred fifty-five thousand, nine hundred and twenty Reais and
eighty cents, R$60,745,806.34 (sixty million, seven hundred forty-five thousand eight hundred and six
Reais and thirty-four cents, R$61,725,577.41 (sixty-one million, seven hundred twenty-five thousand,
five hundred and seventy-seven Reais and forty-one cents, and R$62,215,462.94 (sixty-two million,
two hundred and fifteen thousand, four hundred and sixty-two Reais and ninety-four cents),
respectively, which were imputed to the dividends; 2.3) the payment of proposed dividends totaling
R$69,401,661.20 (sixty-nine million, four hundred and one thousand, six hundred and sixty-one Reais
and twenty cents) declared at the Meeting, totaling a distribution of 40% of the adjusted net income
for fiscal year 2013. The shareholders entitled to receive the dividends will be those of record on April
30, 2014, and the payment of the dividends will occur up to May 23, 2014, without interest or
monetary restatement on the declared amount; 3) The shareholders approved the Capital Budget for
2014/2018, prepared in accordance with Article 196, of Law 6,404/76, and the distribution of
dividends related to the adjusted net income, pursuant to Law 6,404/76, in the amount of forty
percent (40%) for fiscal year 2014; 4) Was elected to the Board of Directors, as appointed by the
majority shareholder, replacing Mr. Flavio Luiz Lammel, Mr. Guilherme Cassel, Brazilian, married,
engineer, bearer of Identity Card no. 3025451927 - SSP/RS issued on 06-11-1981, individual tax payer's
(CPF/MF) no. 303570800/25, resident and domiciled in the city of Porto Alegre, State of Rio Grande do
Sul, at Rua Atlântida, 164, Bairro Ipanema Zip Code 91760-150, his mandate shall be extended until the
investiture of the members elected by the 2015 Annual Shareholders´ Meeting; 5) It was approved the
dismissal of the member of the Board of Directors, Mr. Francisco Carlos Bragança de Souza, and
concomitantly, it was elected to replace him, Mrs. Juçara Maria Dutra Vieira, Brazilian, married,
teacher, Identity Card No. 1007298167, individual tax playe's (CPF/MF) 365063620/49, resident and
domiciled in the city of Porto Alegre, State of Rio Grande do Sul, at Travessa Comendador Batista, 39,
apartment 502, Bairro Cidade Baixa, Zip Code 90050-150, her mandate shall be extended until the
investiture of the members elected by the 2015 Annual Shareholders´ Meeting. 6) the shareholders
approved the election of the members of the Fiscal Council, with term of office of one year, pursuant
to Article 38, of the Bylaws, who as per in paragraph 6 of Article 161, of Law 6,404/76, will be invested
in their positions until the 2015 Annual Shareholders’ Meeting. The elected members were: Sitting
members – by the controlling shareholder: Cláudio Morais Machado, Brazilian, married, accountant,
bearer of the identification document no. 9002545292 - SSP/RS, issued on 07-16-1985, individual
taxpayer’s (CPF/MF) no. 070.068.530-87, resident and domiciled in the city of Porto Alegre, state of Rio
Grande do Sul, at Rua General Rondon, 411, Bairro Assunção, Zip Code 91900-120; André Luiz Barreto
de Paiva Filho, Brazilian, single, state government employee, bearer of the identification document no.
4031846019 – SSP/RS, issued on 10-22-2007, individual taxpayer’s (CPF/MF) no. 563.915.520/53,
resident and domiciled in the city of Porto Alegre, state of Rio Grande do Sul, at Rua Eng. Teixeira
Soares, 200, ap. 501, Bairro Bela Vista, Zip Code 90440-140; Djedah de Souza Lisboa, Brazilian,
married, political scientist, journalist, bearer of the identification document no. 6021974362 – SSP/RS,
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issued on 04-22-2014, individual taxpayer’s (CPF/MF) no. 205.655.260-49, resident and domiciled in
the city of Porto Alegre, state of Rio Grande do Sul, at Rua Duque de Caxias, 750, ap. 901, Bairro Centro
Histórico, Zip Code 90010-280; By the minority shareholders: Nilvo Luiz Alves da Silva, Brazilian,
divorced, chemical engineer, bearer of the identification document no. 9010405547 – SJS/RS, issued
on 08-17-1999, individual taxpayer’s (CPF/MF) no. 353.368.540/34, resident and domiciled in the city
of Porto Alegre, state of Rio Grande do Sul, at Rua Duque de Caxias, 1350, ap. 54, Bairro Centro
Histórico; Zip Code 90010-283; By the preferred shareholders: Eduardo Ludovico da Silva, Brazilian,
married, accountant, bearer of the identification document no. 44.438/O-4 – CRC and individual
taxpayer’s (CPF/MF) no. 457.098.157-72, resident and domiciled in the city and state of Rio de Janeiro,
with office at Rua Vereador Janssen Muller, 375, Bairro Cachambi, Zip Code 20785-240; Alternate
members: By the controlling shareholder: Leandro Pires Barcellos, Brazilian, single, administrator,
bearer of the identification document no. 4038064368 - SSP/RS, issued on 03-24-1993, and individual
taxpayer’s (CPF/MF) no. 736.761.010-49, resident and domiciled in the city of Porto Alegre, state of Rio
Grande do Sul, at Rua Eurico Lara, 64, ap. 214, Bairro Medianeira, Zip Code 90880-390; Flávio José
Helmann da Silva, Brazilian, married, state government employee, bearer of the identification
document no. 9021599882 – SSP/RS, issued on 04-20-2000, individual taxpayer’s (CPF/MF) no.
472.078.330/91, resident and domiciled in the city of Porto Alegre, state of Rio Grande do Sul, at Rua
Alegrete, 126, ap. 304, Bairro Petrópolis, Zip Code 90460-100; Aniger Lorena Ribeiro de Oliveira,
Brazilian, single, state government employee, bearer of the identification document no. 5040158924 –
SSP/RS, issued on 09-01-1994, individual taxpayer’s (CPF/MF) no. 650.006.680-49, resident and
domiciled in the city of Porto Alegre, state of Rio Grande do Sul, at Rua Miguel Tostes, 924, ap. 302,
Bairro Rio Branco, Zip Code 90430-060; By the minority shareholders: Felipe Rodrigues da Silva,
Brazilian, single, state government employee, bearer of the identification document no. 1025287011 –
SSP/RS, issued on 01-23-1986, individual taxpayer’s (CPF/MF) no. 489.833.570-53, resident and
domiciled in the city of Porto Alegre, state of Rio Grande do Sul, at Rua Affonso Fortis, 65, Bairro Vila
Nova, Zip Code 91750-190. By the preferred shareholders: Rafael Rodrigues Alves da Rocha, Brazilian,
single, aviator, bearer of the identification document no. 200245868 – DIC-RJ, individual taxpayer’s
(CPF/MF) no. 057.733.387-93, resident and domiciled in the city of Rio de Janeiro, at Av. Oswaldo Cruz,
137, ap.1001, Bairro Flamengo, Zip Code 22250-060. The members of the Fiscal Council elected herein
received a contrary vote from the following shareholders: Abu Dhabi Retirement Pensions And
Benefits Fund; American Century Quantitative Equity Funds, Inc. - Emerging Markets Value Funds;
Alaska Permanent Fund; At&T Union Welfare Benefit Trust; Bellsouth Corporation Rfa Veba Trust;
County Employees Annuity And Benefit Fd Of The Cook County; Dbx Msci Brazil Currency-Hedged
Equity Fund; Emerging Markets Equity Trust 4; Evangelical Lutheran Church In America Board Of
Pensions; Ford Motor Company Of Canada, Limitede Pension Trust; The Future Fund Board Of
Guardians; Ibm 401(K) Plus Plan; Ing Emerging Markets Index Portfolio; Ing Mutual Funds - Ing
Emerging Markets Equity Fund; National Council For Social Seurity Fund; Omers Administration
Corporation; Scri Robeco Customized Quant Emerging Markets Fonds; Scri Robeco Institutioneel
Emerging Markets Quant Fonds; Ssga Emerging Markets Index Plus Non Lending Common Tr Fund;
Ssga Msci Brazil Index Non-Lending Qp Common Trust Fund; State Street Bank And Trust Company
Investment Funds For Tax Exempt Retirement Plans; State Street Global Advisors Luxembourg Sicav;
Stichting Dela Depositary & Management; The Pension Reserves Investment Management Board;
Vanguard Emerging Markets Select Stock Fund; Vanguard Ftse All-World Ex-Us Small-Cap Index Fund, A
Series Of Vanguard International Equity Index; Vanguard Total World Stock Index Fund, A Series Of
Vanguard International Equity Index Funds; Ford Motor Company Defined Benef Master Trust; New
Zealand Superannuation Fund.; Bay Pond Partners Lp.; Hartford Global Research Hls Fund; Public
Employees Retirement System Of Ohio; Sbc Master Pension Trust; The Hartford Global All Asset Fund;
The Hartford Global Research 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; Vanguard Total International Stock Index Fund, A Series Of Vanguard Star
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Funds. Preferred shareholders listed below declined from voting: Advanced Series Trust - Ast Jp
Morgan Strategic Opportunities Portfolio; Advantage Funds, Inc. - Dreyfus Total Emerging Markets
Fund; Ascension Health Master Pension Trust; Best Investment Corporation; Bny Mellon Funds Trust Bny Mellon Markets Fund; Dreyfus Investiment Funds - Dreyfus/The Boston Company Emerging Mkts
Core E Fund; Cantillon Funds Plc; Cantillon Global Equity L.P; Cf Dv Emerging Markets Stock Index Fund;
Cibc Latin American Fund Fundo Latino Americano Cibc; College Retirement Equities Fund;
Commonwealth Superannuation Corporation; Duke Power Co Employee Retirement Plan; Emerging
Markets Equity Fund; Ensign Peak Advisors, Inc; Fidelity Emerging Markets Equity Investment Trust;
Fidelity Investment Trust: Fidelity Series Emerging Markets Fund; Fidelity Investment Trust: Fidelity
Total Emerging Markets Fund; Fidelity Salem Street Trust: Fidelity Series Global Ex U.S. Index Fund;
Fidelity Salem Street Trust: Spartan Global Ex U.S. Index Fund; Firefighters Retirement System; First
Energy Corporation Master Retirement Trust; Franciscan Alliance, Inc; Global X Brazil Financials Etf;
Gmam Investment Funds Trust; Hostplus Superannuation Fund; Hp Invest Common Contractual Fund;
Intel Corporation Retirement Plans Master Trust; Marsh & Mclennan Master Retirement Trust; Mellon
Bank N.A Employee Benefit Collective Investment Fund Plan; Microsoft Global Finance; Mmc Uk
Pension Fund; Neuberger Berman Equity Funds - Emerging Markets Equity Fund; New York State
Teacher`S Retirement System; Northern Trust Investment Funds Plc; Nzam Em8 Equity Passive Fund;
Ohio School Employees Retirement System; Ontario Teachers’ Pension Plan Board; Pictet - Emerging
Markets Index; Pictet Funds S.A Re: Pi(Ch)-Emerging Markets Tracker; Pictet Global Selection Fund Global High Yield Emerging Equities Fund; Powershares Ftse Rafi Emerging Markets Portfolio;
Prudential Retirement Insurance And Annuity Company; Public Employee Retirement System Of Idaho;
Pyramis Global Ex U.S. Index Fund Lp; Raytheon Company Master Trust; Teachers Retirement System
Of Louisiana; Teachers Retirement System Of The State Of Illinois; The Board Of Regents Of The
University Of Texas System; The Government Of The Province Of Alberta; The Honeywell International
Inc. Master Retirement Trust; Tiaa-Cref Funds - Tiaa-Cref Emerging Markets Equity Index Fund; Tyco
Electronics Defined Benefit Plns Master Tst; United Nations Relief And Works Agency For Palestine
Refugees In The Near East; Utah State Retirement Systems; Wells Fargo Advantage International Value
Portfolio; West Virginia Investment Management Board; Wheels Common Investment Fund; JPMorgan
Brazil Equity Master Investment Trust; Best Investment Corporation; Kookmin Bank As Trustee Of
JPMorgan Gl Em Mk Eq Inv Trust; City Of Philadelphia Public Employees Retirement System; Fidelity
Central Investment Portfolios Llc: Fidelity Emerging Markets Equity Central Fund; Jp Morgan Chase
Retirement Plan; JPMorgan Brazil Investment Trust Plc; JPMorgan Funds; State Of Wyoming, Wyoming
State Treasurer; Stichting Depositary Apg Emerging Markets Equity Pool; Stichting Pensioenfonds
Medisch Specialisten; The Boeing Company Employee Retirement Plans Master Trust. The members
elected meet the conditions established by Article 5, attached 2, of Resolution 4,122, of August 02,
2012, of the Brazilian Central Bank; 7) the shareholders approved the proposal for the overall
compensation of the management of up to R$6,500,000.00 (six million and five hundred thousand
Reais), including the salaries of the members of the board of directors and the board of executive
officers, and the representation fee of the members of the board of executive officers. The members
of the board of executive officers are entitled to thirteen salaries per year plus profit sharing,
calculated based on the same criteria defined by the collective bargaining agreement of the bank
employees category, using the salary as calculation base. The compensation of the members of the
Board of Directors, Fiscal Council and Board of Executive Officers should be maintained as follows:
Board of Executive Officers: a) for the position of CEO: Salary: R$17,234.04 (seventeen thousand two
hundred thirty-four Reais and four cents) and representation fee: R$17,234.04 (seventeen thousand
two hundred thirty-four Reais and four cents); b) for the position of Vice-President: Salary:
R$16,372.36 (sixteen thousand three hundred seventy-two Reais and thirty-six cents) and
representation fee: R$16,372.36 (sixteen thousand three hundred seventy-two Reais and thirty-six
cents); c) for the position of executive officer: Salary: R$15,509.97 (fifteen thousand five hundred and
nine Reais and ninety-seven cents) and representation fee: R$15,509.97 (fifteen thousand five
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hundred and nine Reais and ninety-seven cents); d) Board of Directors: the monthly gross amount of
R$7,598.09 (seven thousand five hundred ninety-eight Reais and nine cents), for each member and e)
Fiscal Council: the monthly gross amount of R$6,078.47 (six thousand and seventy-eight Reais and
forty-seven cents), for each member in office. The compensation of the members of the Board of
Executive Officers may not be higher than the ceiling established in Article 2, of State Law 13,670, of
January 14, 2011, which limits the monthly payment in cash of the appeal court judge of the state of
Rio Grande do Sul and the article 1º - I, of Law No. 14.215, of April 8, 2013, which adjusts from 01-012014 to R$ 26,589.68 (twenty-six thousand, five hundred eighty-nine Reais and sixty-eight cents).
Although the compensation should not be higher than the limit defined above, the payment of paid
vacations, Christmas bonuses, additional on paid vacations and profit sharing should not be considered
as part of the salary of the month. The executive officers who were promoted from the Company’s
workforce and/or from other bodies of the government may decide to continue receiving their
government employee compensation, plus the representation fee corresponding to the position. The
Controlling Shareholder may, during the year, alter the compensation of the Board of Executive
Officers, in accordance with the laws and/or other relevant state decrees, retroactively inclusively, to
be submitted to the next Annual Shareholders’ Meeting to ratify, if necessary, such changes. II – At the
Extraordinary Shareholders’ Meeting – 1) the shareholders approved the proposal for the Company’s
capital increase with funds from the Expansion Reserve totaling R$239,785,711.83 (two hundred
thirty-nine million, seven hundred eighty-five thousand, seven hundred eleven Reais and eighty-three
cents) and R$10,214,288.17 (ten million, two hundred and fourteen thousand, two hundred eightyeight Reais and seventeen cents) from the Statutory Reserve, with the new capital stock increasing
from R$3,750,000,000.00 (three billion, seven hundred and fifty million Reais) to R$4,000,000,000.00
(four billion Reais) without the issue of new shares. 2) the shareholders approved the proposal for the
amendment of the Bylaws, which will now read as follows: Article 4 - The capital stock is
R$4,000,000,000.00 (four billion Reais); Article 5 - The capital stock is divided into 408,974,477 (four
hundred and eight million, nine hundred and seventy-four thousand, four hundred and seventy-seven)
shares without par value, of which 205,043,374 (two hundred and five million, forty-three thousand,
three hundred and seventy-four) are common shares, 3,531,751 (three million, five hundred thirty-one
thousand, seven hundred fifty-one) are class A preferred shares and 200,399,352 (two hundred
million, three hundred ninety-nine thousand, three hundred fifty-two) are class B preferred shares,
being class A preferred shares convertible into common shares or class B preferred shares; Article 27 § 12 – Set the maximum borrowing limit per customer, including business group, as a percentage of
the Bank equity, being provided to the Board the approval of loans and risk limits to the percentage of
3% (three percent) of the aforementioned equity. Article 30 – letter “e” - The term of office holders of
the Executive Officers shall be extended until the investiture of their successors. Format – There being
no further matters to discuss, the shareholders approved the drawing up of these minutes in summary
format and their publication with the omission of the signatures of the attending shareholders, in
accordance with paragraphs 1 and 2 of Article 130, of Law 6,404/76. Closure – The meeting was
brought to a close and the shareholders determined the drawing up of these Minutes as authorized at
the Meeting, in accordance with the above mentioned provisions of the Brazilian Corporation Law.
Porto Alegre, April 30, 2014. Attending shareholders: State of Rio Grande do Sul, represented by Mrs.
Iria Salton Rotunno; Fiscal Council, represented by Messrs. Claudio Morais Machado and Eduardo
Ludovico da Silva; Fundação Banrisul de Seguridade Social, represented by its Chief Executive Officer,
Mr. Ildo Musskopf; Banco do Estado do Rio Grande do Sul S.A., represented by its Vice-President, Mr.
Guilherme Cassel; Almir da Costa Barreto e Jorge Irani da Silva. Investment Funds Managed by
Citibank N.A., and represented by Dr. Daliane Cecília Duarte da Silva – OAB/SP 209175: Advanced
Series Trust - Ast Jp Morgan Strategic Opportunities Portfolio; Abu Dhabi Retirement Pensions And
Benefits Fund; Advantage Funds, Inc. - Dreyfus Total Emerging Markets Fund; American Century
Quantitative Equity Funds, Inc. - Emerging Markets Value Funds; Amergen Clinton Nuclear Power Plant
Nonqualified Fund; Alaska Permanent Fund; Ascension Health Master Pension Trust; At&T Union
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Welfare Benefit Trust; Bell Atlantic Master Trust; Bellsouth Corporation Rfa Veba Trust; Best
Investment Corporation; Blackrock Global Smallcap Fund Inc; Blackrock Cdn Msci Emerging Markets
Index Fund; Blackrock Institutional Trust Company, N.A.; Dreyfus Investiment Funds - Dreyfus/The
Boston Company Emerging Mkts Core E Fund; Caisse De Depot Et Placement Du Quebec; Cantillon
Funds Plc; Cantillon Global Equity L.P; Cf Dv Emerging Markets Stock Index Fund; Cibc Latin American
Fund Fundo Latino Americano Cibc; City Of New York Group Trust; College Retirement Equities Fund;
County Employees Annuity And Benefit Fd Of The Cook County; Commonwealth Superannuation
Corporation; Dbx Msci Brazil Currency- Hedged Equity Fund; Dominion Resources Inc. Master Trust;
Duke Power Co Employee Retirement Plan; Eaton Vance Trust Co Common Trust Fd - Parametric
Structured Emerging Markets Equity Common Trust Fd - Citibank Dtv; Emerging Markets Equity Index
Master Fund; Emerging Markets Equity Fund; Emerging Markets Equity Index Master Fund; Emerging
Markets Equity Index Plus Fund; Emerging Markets Equity Trust 4; Emerging Markets Ex-Controversial
Weapons Equity Index Fd B; Emerging Markets Index Non-Lendable Fund; Emerging Markets Index
Non-Lendable Fund B; Emerging Markets Sudan Free Equity Index Fund; Employees Retirement
System Of The State Of Hawaii; Ensign Peak Advisors, Inc; Evangelical Lutheran Church In America
Board Of Pensions; Fgp Developing Markets Pooled Fund; Fgp Private Developing Markets Pooled
Fund; Fidelity Emerging Markets Equity Investment Trust; Fidelity Investment Trust: Fidelity Series
Emerging Markets Fund; Fidelity Investment Trust: Fidelity Total Emerging Markets Fund; Fidelity
Salem Street Trust: Fidelity Series Global Ex U.S. Index Fund; Fidelity Salem Street Trust: Spartan Global
Ex U.S. Index Fund; Firefighters Retirement System; First Energy Corporation Master Retirement Trust;
Ford Motor Company Defined Benef Master Trust; Ford Motor Company Of Canada, Limitede Pension
Trust; Franciscan Alliance, Inc; The Future Fund Board Of Guardians; Global Smallcap Portfolio Of
Managed Account Series; Global X Brazil Financials Etf; Gmam Investment Funds Trust; Gmo
Developed World Stock Fund, A Series Of Gmo Trust; Gmo Funds Plc; Gmo Global Real Return (Ucits) F,
A Sub-Fund Of Gmo Funds Plc; Gmo Implementation Fund, A Series Of Gmo Trust; Gmo Mean
Reversion Fund(Onshore), A Series Of Gmo Master Portfolios(Onshore), L.P.; Gmo Real Return Asset
Allocation Fund, L.P.; Gmo Trust On Behalf Of Gmo Em Countries Fund; Hostplus Superannuation Fund;
Hp Invest Common Contractual Fund; Ibm 401(K) Plus Plan; Ing Emerging Markets; Index Portfolio; Ing
Mutual Funds - Ing Emerging Markets Equity Fund; Intel Corporation Retirement Plans Master Trust;
Ishares Msci Brazil Capped Etf; Ishares Msci Bric Index Fund; Ishares Msci Emerging Markets Index
Fund; Lazard Emerging Markets Small Cap Equity Trust; Lvip Blackrock Emerging Markets Index Rpm
Fund; Marsh & Mclennan Master Retirement Trust; Mellon Bank N.A Employee Benefit Collective
Investment Fund Plan; Microsoft Global Finance; National Council For Social Seurity Fund; Nav Canada
Pension Plan; Neuberger Berman Equity Funds - Emerging Markets Equity Fund; New York State
Teacher`S Retirement System; New Zealand Superannuation Fund; Northern Trust Investment Funds
Plc; Nzam Em8 Equity Passive Fund; Ohio School Employees
Retirement System; Omers
Administration Corporation; Ontario Teachers’ Pension Plan Board; Oyster Creek Nuclear Generating
Station Qualified 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; Powershares Ftse Rafi
Emerging Markets Portfolio; Prudential Retirement Insurance And Annuity Company; Public Employee
Retirement System Of Idaho; Pyramis Global Ex U.S. Index Fund Lp; Raytheon Company Master Trust;
Scri Robeco Customized Quant Emerging Markets Fonds; Scri Robeco Institutioneel Emerging Markets
Quant Fonds; Ssga Emerging Markets Index Plus Non Lending Common Tr Fund; Ssga Msci Brazil Index
Non-Lending Qp Common Trust Fund; State Of California Public Employees Retirement System; State
Of Connecticut Retirement Plans And Trust Funds; State Street Bank And Trust Company Investment
Funds For Tax Exempt Retirement Plans; Stichting Dela Depositary & Management; Stichting Philips
Pensioenfonds; Teacher Retirement System Of Texas; Teachers Retirement System Of Louisiana;
Teachers Retirement System Of The State Of Illinois; The Board Of Regents Of The University Of Texas
System; The Gmo Emerging Markets Fund; The Government Of The Province Of Alberta; The
Honeywell International Inc. Master Retirement Trust; The Pension Reserves Investment Management
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Board; Three Mile Island Unit One Qualified Fund; Tiaa-Cref Funds - Tiaa-Cref Emerging Markets Equity
Index Fund; Tyco Electronics Defined Benefit Plns Master Tst; Unilever Uk Pension Fund; United
Nations Relief And Works Agency For Palestine Refugees In The Near East; Utah State Retirement
Systems; Vanguard Emerging Markets Select Stock Fund; Vanguard Ftse All-World Ex-Us Small-Cap
Index Fund, A Series Of Vanguard International Equity Index; Vanguard Total World Stock Index Fund,
A Series Of Vanguard International Equity Index Funds; Wells Fargo Advantage International Value
Portfolio; West Virginia Investment Management Board; Wsib Investments Public Equities Pooled Fund
Trust; State Street Bank And Trust Company Investment Funds For Tax Exempt Retirement Plans; Mmc
Uk Pension Fund; Bny Mellon Funds Trust - Bny Mellon; Wheels Common Investment Fund.
Investment Funds Managed by HSBC CTVM S.A., and represented by Dr. Daliane Cecília Duarte da
Silva – OAB/SP 209175: JP Morgan Brazil Equity Master Investment Trust; Best Investment
Corporation; Kookmin BK AS Trustee Of JPM Ces America Equity Invest Trust; Kookmin Bank As Trustee
Of JPMorgan Gl Em Mk Eq Inv Trust. Investment Funds Managed by Itaú Unibanco S.A., and
represented by Dr. Daliane Cecília Duarte da Silva – OAB/SP 209175: Amundi Funds; Bay Pond
Partners Lp; Fidelity Funds - Latin America Fund; Fidelity Active Strategy Sicav. Investment Funds
Managed by J.P, Morgan S.A. Distribuidora de Títulos e Valores Mobiliários and represented by Dr.
Daliane Cecília Duarte da Silva – OAB/SP 209175: City Of Philadelphia Public Employees Retirement
System; Fidelity Central Investment Portfolios Llc: Fidelity Emerging Markets Equity Central Fund;
Hartford Global Research Hls Fund; Jp Morgan Chase Retirement Plan; JPMorgan Brazil Investment
Trust Plc; JPMorgan Funds; Norges Bank; Public Employees Retirement System Of Ohio; Sbc Master
Pension Trust; State Of Wyoming, Wyoming State Treasurer; Stichting Depositary Apg Emerging
Markets Equity Pool; Stichting Pensioenfonds Medisch Specialisten; The Boeing Company Employee
Retirement Plans Master Trust; The Hartford Global All Asset Fund; The Hartford Global Research
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; Vanguard Total
International Stock Index Fund, A Series Of Vanguard Star Funds. Investment Funds Administered by
Banco Santander (Brasil) S.A., and represented by Dr. Daliane Cecília Duarte da Silva – OAB/SP
209175: Amundi Actions Emergents; Fda 21 - Banco Santander (Brazil) S.A.; Grd 21 - Banco Santander
(Brasil) S.A.
STATEMENT
As Chairman and Secretary of the Meeting we hereby declare that the present minutes are a free
translation of the original copy filed in the Company’s records.
Iria Salton Rotunno
Chairman of the Meeting
Almir da Costa Barreto
Secretary of the Meeting
COMMERCIAL BOARD OF STATE OF RIO GRANDE DO SUL. I CERTIFY THE REGISTRATION IN: 07/11/2014
UNDER No. 3.967.627, Protocol: 14/156756-2, FROM 06/03/2014. Company: 43 3 0000108 3 BANCO DO
ESTADO DO RIO GRANDE DO SUL SA. JOSÉ TADEU JACOBY – GENERAL SECRETARY.
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