(free translation of the original in Portuguese)
BANCO INDUSVAL S.A.
Publicly Held Company with Authorized Capital
Corporate Taxpayer (CNPJ/MF) nº 61.024.352/0001-71
Company Registry (NIRE) nº 353000242-90
Minutes of the Annual General Meeting of Shareholders
held on April 23rd, 2015
Date and time: April 23rd, 2015, at 10:00 a.m.. Location: The Company’s
headquarters, at Rua Iguatemi, 151, 6th floor, São Paulo, SP. Legal
Attendance:
The officers of the Company, the representative of
PricewaterhouseCoopers Independent Auditors and a member of the Fiscal
Board. Attendance: Shareholders representing 72.13% (seventy-two point
thirteen per cent) of the voting capital, according to the signatures in the
―Shareholder Attendance Book‖, thus evidencing the fulfillment of the legal
quorum for calling the meeting to order. Call notice: Call Notice published in
the Official Gazette of the State of São Paulo (―Diário Oficial do Estado de São
Paulo‖) on April 8th, 9th and 10th of 2015, and also in the ―O Estado de São
Paulo‖ newspaper on April 8th, 9th and 10th of 2015. Meeting officers: Manoel
Felix Cintra Neto - Chairman; Jair Ribeiro da Silva Neto - Secretary. Agenda:
(a) Revision of the Senior Management accounts, examination, discussion and
voting on the Financial Statements and Explanatory Notes for the fiscal year
ended on December 31st, 2014; (b) Deliberation on the 2014 year-end results;
(c) Election of the members of the Board of Directors; and (d) Setting of the
overall compensation of the Company’s Senior Managers, such compensation to
be in force until the Annual General Meeting of Shareholders to be held in 2016.
Decisions Unanimously Taken: (a) After the necessary explanations were
given, the management accounts, the Annual Management Report, the Balance
Sheet, and other financial statements of the Company and the unqualified
Opinion of the Independent Auditors, PricewaterhouseCoopers, referring to the
fiscal year ended on December 31st, 2014, which were duly published in the
Official Gazette of the State of Sao Paulo and in the ―O Estado de São Paulo‖
newspaper in the editions of 03/06/2015, being waived the publication of the
notice to shareholders provided for in the article 133 of the Law 6.404/1976, in
the terms of its paragraph 5th, were analyzed and resulted approved; (b) In the
1
fiscal year ended on December 31st, 2014 the Company registered in its balance
sheet a negative result corresponding to R$ 4,977,755.54 (four million, nine
hundred and seventy-seven thousand, seven hundred and fifty-five Brazilian
Reais and fifty-four cents), such amount was destined in whole to the
accumulated losses account; (c) It was approved that the Board of Directors, to
be in office until the officers elected by the Annual General Meeting of
Shareholders to be held in 2017 take office, be composed of nine (9) members,
with the reelection of Messrs.: (i) MANOEL FELIX CINTRA NETO,
Brazilian, married, economist, domiciled in the capital of the State of Sao Paulo
at Rua Iguatemi, #151, 6th floor, holder of the identification card (RG) #
3.979.718-1 SSP/SP and Federal Taxpayer Card (CPF/MF) # 297.435.758-04,
for the position of Chairman of the Board of Directors; (ii) AFONSO
ANTONIO HENNEL, Brazilian, divorced, business manager, domiciled at
Avenida João Dias, nº 2476, São Paulo/SP, holder of the identification card
(RG) # 297.257 SSP-AM and Federal Taxpayer Card (CPF/MF) # 027.813.10263, for the position of Vice Chairman of the Board of Directors; (iii) LUIZ
MASAGÃO RIBEIRO, Brazilian, married, business manager, domiciled in the
capital of the State of Sao Paulo at Rua Iguatemi, #151, 6 th floor, holder of the
identification card (RG) # 4.994.287 SSP/SP and Federal Taxpayer Card
(CPF/MF) # 525.253.688-00, for the position of member of the Board of
Directors; (iv) ANTÔNIO GERALDO DA ROCHA, Brazilian, married,
securities broker, resident and domiciled in the capital of the State of Rio de
Janeiro, holder of the identification card (RG) # 2.322.517 IFP/RJ and Federal
Taxpayer Card (CPF/MF) # 175.296.627-91, for the position of member of the
Board of Directors; (v) ALFREDO DE GOEYE JUNIOR, Brazilian, married,
business manager, domiciled in the capital of the State of Sao Paulo at Rua
Suécia, 223, Jardim Europa, CEP 01446-000, holder of the identification card
(RG) # 3.453.078 and Federal Taxpayer Card (CPF/MF) # 671.493.678-87, for
the position of independent member of the Board of Directors; (vi) ALAIN
JUAN PABLO BELDA FERNANDEZ, Brazilian, married, business manager,
domiciled in the capital of the State of Sao Paulo at Rua Suécia, 114, Jardim
Europa – CEP 01446-000, holder of the identification card (RG) # 2.984.674
and Federal Taxpayer Card (CPF/MF) # 038.686.058-00, for the position of
independent member of the Board of Directors; (vii) ROBERTO DE
REZENDE BARBOSA, Brazilian, married, business manager, domiciled in
the capital of the State of Sao Paulo at Avenida Brigadeiro Faria Lima, number
1461, 1st and 2nd floors, Torre Sul, holder of the identification card (RG) #
3.431.622 SSP-SP and Federal Taxpayer Card (CPF/MF) # 368.376.798-72, for
the position of member of the Board of Directors; (viii) JAIR RIBEIRO DA
SILVA NETO, Brazilian, divorced, businessman, domiciled in the capital of the
State of Sao Paulo at Rua Iguatemi, #151, 6th floor, holder of the identification
2
card (RG) # 6.988.460-2 and Federal Taxpayer Card (CPF/MF) # 022.718.05856, for the position of member of the Board of Directors; and (ix) WALTER
IORIO, Brazilian, divorced, accountant, resident and domiciled in the capital of
the State of Sao Paulo at Avenida Aratans, 200, Apt. 22-B, Moema, CEP 04081000, holder of the identification card (RG) # 3.464.021 and Federal Taxpayer
Card (CPF/MF) # 051.364.908-53, for the position of independent member of
the Board of Directors. The submission of documents substantiating compliance
with the preconditions for eligibility pursuant to Articles 146 and 147 of Law
6404/76 and the current regulations, in particular resolution 4122 of
08/02/2012 of the National Monetary Council (CMN) and Article 3 of
Instruction 367/02 of the Brazilian Securities and Exchange Commission
(CVM), with the exception of Mr. Alain Belda Juan Pablo Fernandez, that by
holding a position on the Board of a foreign financial group, was excused from
the compliance with the provisions of subsection I of § 3 of Article 147 of Law
6404/76, as amended by Law # 10303/01. The tenure of the reelected members
will be formalized as soon as this election is approved by the Central Bank of
Brazil (―BACEN‖); and (d) to set up to R$ 13,000,000.00 (thirteen million
Brazilian Reais) for the global and annual compensation of the members of
statutory bodies, of which R$ 10,000,000.00 (ten million Brazilian Reais) were
allocated for the Executive Board and R$ 3,000,000.00 (three million Brazilian
Reais) were allocated for the Board of Directors. The Compensation Committee
shall define, in meeting, the compensation of the members of the Board of
Directors and the Executive Board. Closing and Preparation of the
Minutes: with no further business, the floor was opened to whomever wished
to speak, and since no one did, the proceedings were closed and the meeting
adjourned for the time needed to prepare these minutes, which — after the
session was reopened — were read, approved, and signed by all those present.
São Paulo, April 23rd, 2015. Meeting officers: (signed) Chairman: Mr. Manoel
Felix Cintra Neto - Secretary: Mr. Jair Ribeiro da Silva Neto.
I hereby certify that this is a true copy of the minutes entered in the book of
minutes of shareholders’ meetings of the Corporation.
Jair Ribeiro da Silva Neto
Secretary
3