ITAÚSA - INVESTIMENTOS ITAÚ S.A.
CNPJ 61.532.644/0001-15
A Publicly Listed Company
NIRE 35300022220
SUMMARIZED MINUTES OF THE ORDINARY AND EXTRAORDINARY MEETING
HELD ON APRIL 30, 2015
DATE, TIME AND PLACE: On April 30, 2015 at 3.00 p.m. at Praça Alfredo Egydio de
Souza Aranha, 100, Torre Olavo Setubal, 9th floor in the city and state of São Paulo.
CHAIR (by acclamation of the present): Luciano da Silva Amaro – President and Carlos
Roberto Zanelato – Secretary.
QUORUM: shareholders representing more than two thirds of the voting stock.
LEGAL PRESENCE: the management of the Company and the representatives of the Fiscal
Council and of PricewaterhouseCoopers Auditores Independentes.
CONVENING NOTICE: published in the editions of April 2, 3 and 7, 2015, of the newspapers
O Estado de S. Paulo (pages B3, B1 and B5) and the Diário Oficial do Estado de São Paulo
(pages 25, 17 and 53).
NOTICE TO STOCKHOLDERS: publication waived pursuant to paragraph 5, Article 133 of
Law 6.404/76.
RESOLUTIONS ADOPTED:
Agenda of the ordinary meeting
1. After taking cognizance of the Management and the Independent Auditor’s reports as well
as the Opinion of the Fiscal Council and considering the abstention of those legally
prevented from voting, the stockholders approved the Management Accounts and Financial
Statements for the fiscal year ending December 31, 2014 and the waiving of their reading.
The said documents were published on March 19, 2015 in the newspapers, Diário Oficial do
Estado de São Paulo (pages 22 to 35) and O Estado de S. Paulo (pages B15 to B21).
2. Approved the allocation of the net income for fiscal year 2014 in the amount of
R$ 7,911,472,313.06, as follows: (a) R$ 395,573,615.65 to the Legal Reserve;
(b) R$ 4,970,463,288.06 to the Statutory Reserves, being R$ 2,485,231,644.03 to the
Dividends Equalization Reserve, R$ 994,092,657.61 to the Working Capital Increase
Reserve and R$ 1,491,138,986.42 for the Reserve for the Increase in Capital of Investees;
and
(c) R$ 2,545,435,409.35
as
distributed
profits
to
stockholders
being
(i) R$ 1,986,666,635.36 (net of R$ 1,879,017,866.98) with respect to the payment of
dividends and interest on capital incorporated in the amount of the minimum mandatory
dividend for the fiscal year 2014; and (ii) R$ 558,768,773.99 as additional to the value of the
minimum mandatory dividend for the fiscal year 2014.
2.1. Ratified the resolutions of the Board of Directors with respect to the aforesaid anticipated
distribution of dividends and interest on capital which have already been paid out to the
stockholders.
3. Recorded that adoption of the multiple voting process was not requested for the election of
the members of the Board of Directors.
4. Approved that the Board of Directors for the next annual term of office with duration until
the investiture of those members elected at the Annual General Meeting for 2016 shall be
made up of:
(i) 6 (six) effective members, being elected by nomination of the controlling stockholders:
ALFREDO EGYDIO ARRUDA VILLELA FILHO, Brazilian, married, engineer, bearer of ID
(RG-SSP/SP) number 11.759.083-6, enrolled in the tax register (CPF) under number
066.530.838-88, domiciled in the city and state of São Paulo at Rua Sansão Alves dos
fls.2
Santos, 102, 5th floor; ALFREDO EGYDIO SETUBAL, Brazilian, married, business
administrator, bearer of ID (RG-SSP/SP) number 6.045.777-6, enrolled in the tax register
(CPF) under number 014.414.218-07; HENRI PENCHAS, Brazilian, married, engineer,
bearer of ID (RG-SSP/SP) number 2.957.281-2, enrolled in the tax register (CPF) under
number 061.738.378-20; PAULO SETUBAL NETO, Brazilian, married, engineer, bearer of ID
(RG-SSP/SP) number 4.112.751-1, enrolled in the tax register (CPF) under number
638.097.888-72, and RODOLFO VILLELA MARINO, Brazilian, married, business
administrator, bearer of ID (RG-SSP/SP) number 15.111.116-9, enrolled in the tax register
(CPF) under number 271.943.018-81, all domiciled in the city and state of São Paulo at Av.
Paulista, 1938, 5th floor; and, by nomination of the minority stockholders (by nomination of
the stockholder, Fundação Petrobrás de Seguridade Social – Petros): LÍCIO DA COSTA
RAIMUNDO, Brazilian, married, economist, bearer of ID (RG-SSP/SP) under 16.457.720-8,
enrolled in the tax register (CPF) under number 131.951.338-73, domiciled in the city and
state of Rio de Janeiro at Rua do Ouvidor, 98, 9th floor, and considered as an independent
member;
(ii) 2 (two) alternate members, being elected by nomination of the controlling stockholders:
RICARDO EGYDIO SETUBAL, Brazilian, married, lawyer, bearer of ID (RG-SSP/SP)
number 10.359.999, enrolled in the tax register (CPF) under number 033.033.518-99,
domiciled in the city and state of São Paulo at Av. Paulista, 1938, 5th floor and RICARDO
VILLELA MARINO, Brazilian, married, engineer, bearer of (ID RG-SSP/SP) number
15.111.115-7, enrolled in the tax register (CPF) under number 252.398.288-90, domiciled in
the city and state of São Paulo at Av. Brigadeiro Faria Lima, 3500, 29th floor.
5. Registered compliance by the Directors with prior conditions for eligibility pursuant to
articles 146 and 147, Law 6.404/76 and prevailing regulations, especially Article 3 of
Instruction 367/02 of the Brazilian Securities and Exchange Commission.
6. Recorded a vote of thanks to Dr. Carlos da Camara Pestana, for his commitment, intense
dedication and valuable contribution to Itaúsa Conglomerate for over nearly 40 years. In this
Meeting, he is not being reappointed as Company’s Chairman of the Board of Directors.
7. Recorded that the Director José Sérgio Gabrielli de Azevedo are not being reappointed to
his position.
8. Approved the election of the following to make up the Company’s Fiscal Council to be
installed on a non-permanent basis, with an annual term of office with duration until the
Annual General Meeting of 2016:
(i) by the preferred stockholders (by nomination of the stockholder Caixa de Previdência dos
Funcionários do Banco do Brasil – PREVI): as effective member JOSÉ CARLOS DE
BRITO E CUNHA, Brazilian, married, accountant, bearer of ID (RG-IFP/RJ) number
117916486, enrolled in the tax register (CPF) under number 286.405.947-91, domiciled in
the city and state of Rio de Janeiro at Rua Professor Manuel Ferreira, 115, apto. 504 and, as
alternate, AUGUSTO CARNEIRO DE OLIVEIRA FILHO, Brazilian, married, lawyer, bearer
of ID (OAB/RJ) number 58.199, enrolled in the tax register (CPF) under number
779.545.807-68, domiciled in the city and state of Rio de Janeiro at Rua Visconde de
Albuquerque, 517, apto. 804;
(ii) by the minority stockholders (by nomination of Fundação Petrobrás de Seguridade Social
– Petros): as effective member ALEXANDRE BARENCO RIBEIRO, Brazilian, married,
lawyer, bearer of ID (OAB/RJ) number 82.349, enrolled in the tax register (CPF) under
number 008.582.297-30, domiciled in the city and state of Rio de Janeiro at Rua do Ouvidor,
98, 5th floor and, as alternate, PEDRO AMÉRICO HERBST, Brazilian, married, economist,
bearer of ID (CORECON/RJ) number 22.068-1, enrolled in the tax register (CPF) under
fls.3
number 016.796.337-67, domiciled in the city and state of Rio de Janeiro at Rua do Ouvidor,
98, 8th floor; and
(iii) by the controlling stockholders: as effective members FLAVIO CÉSAR MAIA LUZ,
Brazilian, married, civil engineer, bearer of ID (RG-SSP/SP) number 3.928.435-9, enrolled in
the tax register (CPF) 636.622.138-34, domiciled in the city and state of São Paulo at Av.
Brigadeiro Faria Lima, 3729, 5th floor; PAULO RICARDO MORAES AMARAL, Brazilian,
legally separated, engineer, bearer of ID (RG-SSP/SP) number 1.960.638, enrolled in the tax
register (CPF) under number 008.036.428-49, domiciled in the city and state of São Paulo
(SP) at Rua Pamplona, 1465, suite 121, and TEREZA CRISTINA GROSSI TOGNI, Brazilian,
divorced, bachelor’s degree in company administration and in accounting sciences, bearer of
ID (RG-SSP/MG) number M-525.840, enrolled in the tax register (CPF) under number
163.170.686-15, domiciled in the city and state of São Paulo at Av. Paulista, 1938, 19th floor
and, as respective alternates, FELÍCIO CINTRA DO PRADO JÚNIOR, Brazilian, married,
production engineer, bearer of ID (RG-SSP/SP) number 4.712.376, enrolled in the tax
register (CPF) under number 898.043.258-53, domiciled in the city and state of São Paulo at
Rua Deputado Lacerda Franco, 300, 18th floor, suite 181; JOÃO COSTA, Brazilian, married,
economist, bearer of ID (RG-SSP/SP) number 4.673.519, enrolled in the tax register (CPF)
under number 476.511.728-68, domiciled in the city and state of São Paulo at Rua Dr. Abílio
Martins de Castro, 75 and JOSÉ ROBERTO BRANT DE CARVALHO, Brazilian, married,
retired bank officer, bearer of ID (RG-SSP/SP) number 4.517.092, enrolled in the tax register
(CPF) under number 038.679.008-68, domiciled in the city and state of São Paulo at Rua
Conselheiro Torres Homem, 228.
9. Registered compliance by the Fiscal Councilors with prior conditions for eligibility pursuant
to Article 162 of Law 6.404/76.
10. Remuneration: (i) fixed the aggregate and annual amount allocated for the compensation
of the member of the Board of Directors and Board of Executive Officers of up to
R$ 20,000,000.00, which also encompasses the advantages or benefits of any nature that
may eventually be granted, readjusted according to the compensation policy adopted by the
Company and which shall be apportioned in the manner to be decided by the Board of
Directors; (ii) established the individual monthly compensation of the Fiscal Councilors, being
R$ 15,000.00 for the effective members and R$ 6,000.00 for the alternates.
Agenda of the extraordinary meeting
Pursuant to the Board of Directors proposals of March 31, 2015, with manifestation of the
Fiscal Council, the following matters were approved:
1. CANCELLATION OF TREASURY STOCK: cancelled 10,547,800 own book entry shares
held as treasury stock, being 8,227,800 common and 2,320,000 preferred shares, acquired
by the company through share buyback programs authorized by the Board of Directors
pursuant to CVM Instructions 10/80, 268/97 and 390/03, with no reduction in capital stock,
through the absorption of R$ 96,482,049.40 booked to Revenue Reserves – Reserve for
Working Capital Increase – profits recorded in 2010.
2. Increase in Capital Stock with a Bonus of 10% in Shares: the subscribed and paid in
capital stock was increased from R$ 27,325,000,004.00 to R$ 32,325,000,000.00, through:
a) Capitalization of Reserves: R$ 4,499,999,996.00 registered in the balance sheet of
December 31, 2014 in the following statutory reserves:



Legal Reserve (profits of 2011 and 2012) ........................................................ ,,,,,,,R$
Res. Increase in Working Capital (profits from 2011 and 2012 and part of 2013) .. R$
Res. for Increase in Capital of Investees (profits of 2010 to 2013) .......................... R$
468,790,721.70
1,316,652,925.31
3,214,556,348.99
fls.4
b) Bonus of 10% in shares: in the light of the capitalization of reserves, 614,436,230 new
shares shall be issued, with no par value, being 236,140,646 common and 378,295,584
preferred shares which shall be granted to the Stockholders in the form of a bonus in the
proportion of 1 (one) new share for every 10 (ten) shares of the same type held on the date
of record, with the following parameters:
(i)
Record date: Stockholders with shares in the final share position on May 4, 2015 shall
have the right to the share bonus; the shares subscribed to the increase of the capital
stock as decided by the Board of Directors on February 9, 2015 and ratified on April 27,
2015 shall also be entitled to this bonus in shares;
(ii) Negotiation: the current shares shall continue to be traded with bonus rights until May 4,
2015; as from May 5, 2015, the shares shall then be traded ex-bonus rights; the shares
received as a bonus shall be included in the stockholders’ share position on May 8,
2015;
(iii) Rights of the Bonus Shares: the bonus shares received shall have full rights to dividends
and/or interest on capital that maybe declared as from May 4, 2015. Given that the
quarterly dividends shall be maintained at R$ 0.015 per share, the amounts paid out to
Stockholders on a quarterly basis shall be increased by 10% following the inclusion of
the new shares in the Stockholders’ positions;
(iv) Share Fractions: the bonus shall always be effected in whole numbers; Stockholders
wishing to transfer share fractions arising from the bonus, may do so between May 11,
2015 and June 9, 2015, pursuant to the provision in paragraph 3, Article 169 of Law
6.404/76; this period elapsing, any remaining amounts from these fractions shall be
separated, grouped into whole numbers and sold on the BM&FBOVESPA S.A. –
Securities, Commodities and Futures Exchange and the product of the sale made
available to Stockholders entitled to these fractions on a date to be notified in due
course; and
(v) Cost of Acquisition of the Bonus Shares: the cost attributed to the bonus shares is
R$ 8.137540972 per share irrespective of type, for the purposes of the provision in
paragraph 1 of Article 47 of Internal Revenue Service Normative Instruction 1.022 of
April 5, 2010.
3. Increase in the Limit of Authorized Capital: increased the limit of authorized capital in
the same proportion as the bonus in shares pursuant to the preceding item, increasing it from
8,250,000,000 to 9,075,000,000 in book entry shares with no par value, being up to
3,025,000,000 in common shares and up to 6,050,000,000 in preferred shares.
4. Amendment and Consolidation of the Corporate Bylaws:
a) approved the amendment of Article 3 (“caption sentence” and 3.1) of the Corporate
Bylaws in order to register: (i) in caption sentence of Article 3, to register the new
composition of the capital stock due to: (i.1) the cancellation of the existing shares held as
treasury stock and the capitalization of revenue reserves with share bonus mentioned above;
and (i.2) the increase in capital stock made by means of private subscriptions of shares,
propose and ratified by Board of Directors on February 9, 2015 and April 27, 2015; and (ii) in
sub-item 3.1, to register the new limit of the authorized capital, the said provisions to carry
the following wording:
“Article 3 – CAPITAL AND SHARES – The subscribed and paid-in capital stock
amounts to R$ 32,325,000,000.00 (thirty-two billion, three hundred twenty-five million
fls.5
reais), represented by 6,758,798,536 (six billion, seven hundred and fifty-eight million,
seven hundred and ninety-eight thousand, five hundred and thirty-six) book-entry
shares with no par value, of which 2,597,547,108 (two billion, five hundred and ninetyseven million, five hundred and forty-seven thousand, one hundred and eight) are
common shares and 4,161,251,428 (four billion, one hundred and sixty-one million, two
hundred and fifty-one thousand, four hundred and twenty-eight) are preferred shares,
the latter with no voting rights but with the following advantages: I - priority in the
receipt of a noncumulative minimum annual dividend of R$ 0.01 per share; II - the right
of inclusion in any public share offering in the event of the sale of a controlling stake at
a price equal to 80% (eighty percent) of the value paid for each voting share pertaining
to the controlling shareholders, the aforementioned preferred shares being assured the
right to a dividend at least equal to the common shares.
3.1. Authorized Capital – At the discretion of the Board of Directors, the company is
authorized to increase its capital stock up to working capital reinforcement or/ and
investments in affiliated companies, or new ventures in Brazil or abroad, to the limit of
9,075,000,000 (nine billion, seventy-five million) shares, of which 3,025,000,000 (three
billion and twenty-five million) common shares and 6,050,000,000 (six billion and fifty
million) preferred shares. The issuance of shares for sale on a stock exchange, by a
public subscription or exchange for our stock in a public offering for the acquisition of
control, may be made without considering the preemptive rights of former stockholders
(Article 172 of Law no 6,404/76).”
b) also approved, the consolidation of the Corporate Bylaws to reflect the foregoing
amendments pursuant to the wording of the attachment to these minutes.
DRAFTING AND PUBLICATION OF THE MINUTES: minutes drafted in summarized from
and their publication authorized omitting the signatures of the stockholders present pursuant
to Article 130 of Law 6.404/76.
QUORUM FOR THE RESOLUTIONS: the proposals were approved without qualification and
unanimously with the exception of matters pertaining to the election of the members of the
Board of Directors and the Fiscal Council and to management compensation, which were
approved by a majority of the votes.
FILED DOCUMENTS: filed at the registered offices of the Company and certified by the
Chair of the Meeting: the proposals of the Board of Directors, the opinions of the Fiscal
Council, the management Reports and the Independent Auditors and the Account
Statements for December 31, 2014.
CONCLUSION: with no further items on the agenda for discussion and no further issues
being raised, the work of the meeting was concluded these minutes having been drafted
were read, approved and signed by all. São Paulo (SP), April 30, 2015. (signed) Luciano da
Silva Amaro – President; Carlos Roberto Zanelato – Secretary; Stockholders..............
HENRI PENCHAS
Investor Relations Officer