Material Fact
Minutes of Special Meeting No. 314, of Bradespar S.A.’s Board of Directors, held
on August 3, 2015 - Corporate Taxpayer’s ID No. 03.847.461/0001-92 - Companies
Registration Number No. 35.300.178.360.
The undersigned members of the Company’s Board of Directors were called together on the 3rd day of the
month of August 2015, at 11 a.m., at Núcleo Cidade de Deus, 4o andar do Prédio Vermelho, Vila Yara,
Osasco, SP, in view of the convening of its Chairman, Mr. Lázaro de Mello Brandão, by means of a letter
issued on July 27, 2015, according to the proof that was on the table and that will remain filed jointly with
a copy of these Minutes at the Company’s headquarters, for proper legal purposes. Mr. Lázaro de Mello
Brandão held the function of Chairman and invited Mr. Carlos Alberto Rodrigues Guilherme to hold the
function of Secretary.
Resolutions: pursuant to Paragraph 7 of Article 6 of the bylaws, and in compliance with the requirements
set forth in Paragraphs 1 and 2 of Article 30 of Law No. 6,404/1976 and CVM Instructions No. 10, 268
and 390, as of 2.14.1980, 11.13.1997 and 7.8.2003, respectively, the subjects included in the agenda were
discussed and voted. The unanimity of the attending board members resolved the following:
I)
to renew the program to acquire shares issued by the Company to be maintained in treasury and
subsequent disposal or cancellation, maintaining the same number of shares, without decreasing the
capital stock;
II) to authorize the Company’s Board of Executive Officers to acquire up to 24,800,000 registered
book-entry shares, with no par value, comprised of 2,600,000 common shares and 22,200,000
preferred shares. It is incumbent on the Board of Executive Officers to determine the opportunity and
the number of shares to be effectively acquired, within the limits authorized and the duration of this
resolution.
For the purposes of Article 8 of CVM Instruction No. 10, of February 14, 1980, it is specified that:
a) the objective of the present authorization is the application of existing funds in the “Profits
Reserves - Statutory”, available for investments;
b) it shall be valid for the period of 365 days, from August 4, 2015 to August 3, 2016;
c) pursuant to the concept of Article 5 of CVM Instruction No. 10, there are 247,522,022
outstanding shares of Bradespar, of which 26,193,920 are common shares and 221,328,102 are
preferred shares; and
d) the acquisition process of these shares shall be undertaken at market price and be mediated by
Bradesco S.A. Corretora de Títulos e Valores Mobiliários, with headquarters at Avenida Paulista,
1,450, 7o andar, Bela Vista, São Paulo, SP, and Ágora Corretora de Títulos e Valores Mobiliários
S.A., with headquarters at Praia de Botafogo, 300, salas 601 and 301, parte, Botafogo, Rio de
Janeiro, RJ;
III) that in the event of cancellation of the shares to be acquired, the Board of Directors shall be
responsible for submitting such cancellation for the approval of the General Shareholders’ Meeting,
without decreasing the capital stock;
IV) to register that, pursuant to the authorization granted to the Board of Executive Officers in the
Meetings No. 297 and 304, of this Body, respectively held on July 28, 2014 and January 13, 2015, it
was verified that up to the current date (August 3, 2015), 351,600 common shares and 1,162,300
preferred shares were acquired, totaling 1,513,900 shares that will remain in treasury, and the
decision about the sale or cancellation of these shares will be taken timely and reported to the
market.
Quorum of the resolutions: unanimous vote of the members of the Board of Directors. As Mr. Marcelo
Gasparino da Silva was not at the place where the meeting was held, sent his vote by e-mail, which will
be filed in the Company headquarters, as the prerogative of Paragraph One of Article 9 of the bylaws.
There being no further business to be discussed, the meeting was adjourned and these Minutes were
drawn up, which the present Board Members sign. ss) Chairman: Lázaro de Mello Brandão; Secretary:
Carlos Alberto Rodrigues Guilherme; Members: Lázaro de Mello Brandão, Luiz Carlos Trabuco Cappi,
Denise Aguiar Alvarez, João Aguiar Alvarez, Antônio Bornia, Mário da Silveira Teixeira Júnior, Carlos
Alberto Rodrigues Guilherme, Milton Matsumoto, José Alcides Munhoz, Aurélio Conrado Boni and
Marcelo Gasparino da Silva.