M. DIAS BRANCO S.A. INDÚSTRIA E COMÉRCIO DE ALIMENTOS
Corporate Taxpayer’s ID (CNPJ) no. 07.206.816/0001-15
Corporate Registry ID (NIRE) no. 23 3 0000812-0
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
HELD ON AUGUST 31, 2006
1.
Place, date and time: at 10:00 am, on August 31, 2006, at the Company’s
headquarters, located at Rodovia BR 116, Km 18, s/n°, in the city of Eusébio,
State of Ceará.
2.
Attendances: Shareholders representing the Company’s total capital stock.
3.
Presiding Board: Francisco Ivens de Sá Dias Branco, Chairman; Geraldo Luciano
Mattos Junior, Secretary.
4.
Agenda: (i) reverse split of the Company’s shares; (ii) payment of indemnification
to shareholders with insufficient number of shares to keep at least one share after
the reverse split; (iii) amendment to the Company’s Bylaws; (iv) other relevant
matters to the Company.
5.
Call: the call notice was waived pursuant to article 124, paragraph 4, of Law no.
6,404/76, upon the attendance of shareholders representing the total shares issued
by the Company, as per records and signatures in the Shareholders’ Attendance
Book.
6.
Resolutions: by unanimous vote of the Company’s shareholders, the following
resolutions have been taken:
6.1.
To approve, pursuant to article 12 of Law no. 6,404/76, the reverse split
of shares issued by the Company, at the ratio of one (1) share for each two (2)
common shares issued;
6.2.
To approve the payment of indemnification, by net asset value, to
shareholders holding an insufficient number of shares to keep at least one (1)
share after the reserve split;
6.3.
To approve the amendment to the caput of article 5 of the Company’s
Bylaws, which shall inure with the following wording:
“ARTICLE 5 - The Company’s capital stock, fully subscribed and paid in is
six hundred eighty-eight million and eight hundred thousand reais
(R$688,800,000.00), divided into one hundred fourteen million and eight
hundred thousand (114,800,00) non-par registered, book-entry, common
shares.”
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M. DIAS BRANCO S.A. INDÚSTRIA E COMÉRCIO DE ALIMENTOS
Corporate Taxpayer’s ID (CNPJ) no. 07.206.816/0001-15
Corporate Registry ID (NIRE) no. 23 3 0000812-0
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
HELD ON AUGUST 31, 2006
6.4.
To emend the Company’s Bylaws in order to correct the wording of
article 36, as follows: where it is read “…(ii) has published the Announcement of
Commencement of Secondary Public Distribution of Common Shares, referring to
the initial public offering for the distribution of shares issued by the Company,
purpose of the registration request no. RJ/2006-04083 recorded in CVM on May
19, 2006.” it should be read “…(ii) has published the Announcement of
Commencement of Secondary Public Distribution of Common Shares, referring to
the initial public offering for the distribution of shares issued by the Company,
purpose of the registration request no. RJ/2006-4080 recorded in CVM on May
19, 2006.”
6.5.
In view of such amendment, article 36 of the Company’s Bylaws shall
inure with the following wording:
ARTICLE 36 - The rights and obligations provided for in Article 9, paragraphs 2 and 3,
Article 10, paragraphs 1, 2 and 3, and Article 20, paragraphs 1 and 4, as well as in
Chapters VII, VIII, IX, X and XI of these Bylaws will only be effective as from the date
the Company: (i) is admitted in the trading segment of the Novo Mercado (New
Market), ruled by BOVESPA, and cumulatively (ii) has published the Announcement of
Commencement of Secondary Public Distribution of Common Shares, referring to the
initial public offering for the distribution of shares issued by the Company, purpose of
the registration request no. RJ/2006-4080 recorded in CVM on May 19, 2006.
6.6.
To authorize the Board of Executive Officers to perform all acts which
may be necessary to implement the resolutions approved herein; and
6.7.
To authorize the drawing up of these minutes in the summary form,
suppressing the signatures of the attending shareholders, pursuant to article 130 of
Law no. 6,404/76.
7.
Closure: There being no further business to transact, these minutes were drawn
up, and after being read, approved and signed by all shareholders attending the
meeting.
This is a free translation of the minutes drawn up in the Company’s records.
Eusébio, August 31, 2006.
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M. DIAS BRANCO S.A. INDÚSTRIA E COMÉRCIO DE ALIMENTOS
Corporate Taxpayer’s ID (CNPJ) no. 07.206.816/0001-15
Corporate Registry ID (NIRE) no. 23 3 0000812-0
MINUTES OF THE EXTRAORDINARY GENERAL MEETING
HELD ON AUGUST 31, 2006
Francisco Ivens de Sá Dias Branco
Chairman
Geraldo Luciano Mattos Junior
Secretary
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