SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
6-K
Report of Foreign
Issuer
Pursuant to Rule 13a-16 or
15d-16
of the Securities Exchange Act of
1934
For the month of December
2008
Commission File Number
1-14640
UNIB
ANCO
- UNIÃ
O
DE BANCOS BRASILEIROS S.A.
(Exact name of registrant as specified
in its charter)
Unibanco
- Union of Brazilian Banks S.A.
(Translation of Registrant's name into
English)
Av.
Eusé
bio
Matoso, 891
05423-901
Sã
o
Paulo - SP, Brazil
(Addr
ess of principal executive
offices)
Indicate by check mark whether the
registrant files or will file annual reports under cover Form 20-F or Form
40-F.
Form
20-F
x
Form
40-F
o
Indicate
by check mark whether the registrant by furnishing the information contained in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under Securities Exchange Act of 1934.
Yes
o
No
x
UNIBANCO
- UNIÃO DE BANCOS BRASILEIROS S.A.
CNPJ.
33.700.394/0001-40
NIRE.
35.300.102.771
PUBLICLY
HELD COMPANY
SUMMARY
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS OF UNIBANCO - UNIÃO DE BANCOS
BRASILEIROS S.A., HELD ON DECEMBER 29, 2008.
VENUE AND
TIME:
|
Av.
Eusébio Matoso, 891, 22
nd
floor, in the city of São Paulo, State of São Paulo,
6:00pm.
|
CHAIRMAN:
|
Pedro
Sampaio Malan.
|
QUORUM:
|
More
than half of the elected members.
|
RESOLUTIONS
TAKEN UNANIMOUSLY BY THOSE PRESENT:
1. The
Board of Directors, pursuant to the terms of the Company’s By-laws, proposes
that the shareholders hold a Shareholders Meeting in order to decide on the
dissolution of the Board of Directors and of the Audit Committee of the
Company.
1.1. In
the case that the proposal above is approved, the Board of Directors proposes
the adherence of the Company and its controlled companies to the Audit Committee
of the Itaú Unibanco Conglomerate.
1.2. In
addition to that, the Board of Directors proposes the amendment of the Company’s
By-laws in order to reflect the new structure of governance of the Company,
pursuant to Annex I.
2.
Finally, the Board of Directors proposes that the current publisher of the
Company
’
s
press releases be replaced by the newspaper DCI – Diário do Comércio Indústria
& Serviços. In the case that the proposal is approved, the Board of
Directors proposes that such alteration be ratified at the next Annual
Shareholders Meeting of the Company.
São
Paulo, December 29, 2008. (aa) Pedro Sampaio Malan, Pedro Moreira Salles, Pedro
Luiz Bodin de Moraes, Joaquim Francisco de Castro Neto, João Dionísio Filgueira
Barreto Amoedo and Vicente Falconi Campos.
The
present is an identical copy of the one registered in the Minutes Book of the
Company.
São
Paulo, December 29, 2008.
ANNEX
I
UNIBANCO
- UNIÃO DE BANCOS BRASILEIROS S.A.
CORPORATE
BY-LAWS
CHAPTER
I
Name,
Head Office, Purpose and Term
Article 1:
UNIBANCO-UNIÃO
DE BANCOS BRASILEIROS S.A., with head offices and legal venue in the City of São
Paulo, State of São Paulo, hereinafter referred to as UNIBANCO, shall be
governed by these corporate By-laws and by the applicable legal
provisions.
Article 2
: The corporate
purpose of UNIBANCO is general banking services, including currency exchange
transactions, in which multiservice banks are allowed to engage, being also
authorized to participate in other companies, pursuant to the applicable legal
and statutory provisions.
Sole Paragraph:
UNIBANCO shall
not:
a) acquire real property not intended
for its own use, except in the cases permitted by law or
regulations.
b) issue debentures or
founder shares (
partes
beneficiárias
).
Article 3:
UNIBANCO shall
exist for an indefinite period of time.
CHAPTER
II
Capital
Stock and Shares
Article 4:
The capital stock
is R$ 11.000.000.000,00 (eleven billion reais), divided into 2,734,416,904 (two
billions, seven hundred and thirty four millions, four hundred and sixteen
thousand and nine hundred and four) registered shares, with no par value, of
which 1,511,316,336 (one billion, five hundred and eleven million, three hundred
and sixteen thousand, three hundred and thirty six) are common shares and
1,223,100,568 (one billion, two hundred and twenty three million, one hundred
thousand, five hundred and sixty eight) are preferred shares.
First Paragraph:
Without any
impairment of rights and restrictions set forth in this Article, all the shares
of UNIBANCO shall be in book-entry form and shall remain in deposit accounts in
the name of their holders, without the issuance of share certificates, in
accordance with Articles 34 and 35 of Law No. 6,404, of December 15, 1976, and
the shareholders may be required to pay the fees mentioned in Article 35, Third
Paragraph, of the aforementioned law.
Second Paragraph:
In
accordance with a plan approved by the General Shareholders Meeting, UNIBANCO
may grant stock options to its managers and employees, as well as to the
managers and employees of the companies controlled by it.
Article 5:
The preferred
shares are not entitled to voting rights, are not convertible into common
shares, are not subject to Article 111, First Paragraph, of Law No. 6,404 of
December 15, 1976 and shall be entitled to the following
advantages:
a)
participation in the net profits of each fiscal year, in an amount that shall
ensure to each preferred share an yearly dividend 10% (ten percent) higher than
the one distributed to each common share;
b)
priority in the reimbursement of capital, in case the company is liquidated, up
to the amount represented by such shares in the capital
stock; and
c)
participation, under the same conditions as the common shares, in capital
increases resulting from the capitalization of monetary restatement, reserves
and profits.
Article 6:
UNIBANCO may, upon
notice to the Stock Exchanges where its shares are traded and upon publication
of announcements, suspend the transfer of shares for periods not longer than 15
(fifteen) days each, and not to exceed 90 days in the aggregate during a
year.
Article 7:
UNIBANCO may,
pursuant to these By-laws and in accordance with the applicable regulations,
issue Share Deposit Certificates, hereinafter referred to as UNITS, which
represent preferred shares with no voting rights, deposited at UNIBANCO, and
issued by:
a)
UNIBANCO; and
b)
UNIBANCO HOLDINGS S.A., a publicly held company, with head offices in the City
of São Paulo, capital of the State of São Paulo, registered under Corporate
Taxpayers Enrollment (“CNPJ”) under No. 00.022.034/0001-87, hereinafter referred
to as HOLDINGS.
First Paragraph:
For the
purposes of this article, each deposited preferred share issued by UNIBANCO
shall correspond to a concomitant deposit of one class “B” preferred share
issued by HOLDINGS.
Second Paragraph:
Only shares
which are free of any burdens, liens or any type of encumbrance that may
preclude the free delivery thereof to the holders of the UNITS may be deposited
for conversion into UNITS.
Article 8:
The shareholders of
UNIBANCO may, pursuant to Articles 9, 10 and 11 of these By-laws, convert their
shares into UNITS, according to the terms and conditions established by the
Shareholders Meeting, set forth in a notice to the shareholders which shall
inform the shareholders about the conversion procedures.
Article 9:
From the issue date
of the Units, the shares represented by such UNITS:
a) shall
be registered in a deposit account linked to the UNITS, and their ownership may
only be transferred upon the transfer of the corresponding UNITS, by written
authorization from the holder thereof;
b) shall
have the related income, as well as any amount received in the case of
redemption or amortization delivered only to the holder of the
UNITS;
c) shall
not have their income and their respective redemption or amortization values
pledged, encumbered or given as collateral under any other guise by holders of
UNITS, nor shall be object of a pledge, attachment, confiscation, search or
seizure or any other encumbrance that may preclude their delivery to the holders
of the UNITS.
Article 10:
UNITS shall be in
book-entry form and shall be kept by UNIBANCO in an account maintained in the
name of their holder; and:
a) the
transfer of UNITS shall be performed by a record in UNIBANCO's registry, to the
debit of the transferor’s UNITS account and to the credit of the transferee’s
UNITS account, upon receipt of a written order from the transferor, or upon a
court authorization or order, in an appropriate document that shall remain with
UNIBANCO;
b) the
pledging, usufruct, trust, chattel mortgage and any other provisions, burdens,
liens or charges that may encumber UNITS shall be recorded in UNIBANCO’s books
and shall be stated in the UNITS’ account statements;
c)
whenever so requested, UNIBANCO shall supply the holders of the UNITS with a
statement of their UNITS' account at the end of each month in which such account
has any activity and, even if no activity occurs, a statement shall be provided
at least once a year;
d) the
statement shall include the place and the date of issuance, UNIBANCO’s name, an
indication that it is a statement of a UNITS' (Registered Share Deposit
Certificate) account, the specification of the shares deposited, a statement
that the shares deposited, their income and the amount received in the case of
redemption or amortization shall only be delivered to the holder of the UNITS'
account or upon an order in writing from said holder, the name and
identification of the holder of the UNITS' account, the price charged by
UNIBANCO for the deposit, if applicable, and the places where the holders of the
UNITS can obtain assistance;
e) upon a
written order by the holder of the UNIT´s account to the Stock Exchange broker
by which the UNITS are negotiated, UNIBANCO shall block the UNITS specified in
the order, being thus authorized to transfer them to the purchaser as soon as
the Stock Exchange informs it that the UNITS have been sold;
f)
notwithstanding the provisions of items “g” and “h” below, the holders of UNITS
shall be entitled, at any time, to request their cancellation to UNIBANCO and
the delivery of the registered shares that they represent, by means of the
transfer of said shares to the share deposit accounts maintained by UNIBANCO in
the holder’s name;
g) the
Shareholders Meeting of UNIBANCO may, at any time, suspend the cancellation of
the UNITS for a specified period of time, subject to the following
circumstances:
I – an
announcement by HOLDINGS or by UNIBANCO stating that they intend to grant
UNIBANCO' shareholders the option of converting their shares into UNITS, in
which case the suspension period shall not exceed 90 (ninety) days;
II - the
beginning of a public offering for the primary or secondary distribution of the
UNITS, either in the international or in the domestic market, in which case the
suspension period shall not exceed 30 (thirty) days.
h) UNITS
with burdens, liens, or encumbrances upon them, as per item “b” of this article,
may not be the object of a cancellation request;
i) once
the UNITS are cancelled, the holder of the shares they represent may dispose of
those shares and the restrictions mentioned in items “a” and “c” of Article 9
shall not apply.
Article 11:
In the exercise of
the rights conferred by the shares represented by UNITS, the following rules
shall be complied with:
a) the
dividends and the redemption or amortization proceeds from shares issued by
UNIBANCO shall be paid by UNIBANCO to the holder of the UNITS;
b) the
dividends and the redemption or amortization proceeds from shares issued by
HOLDINGS delivered to UNIBANCO as depositary of the shares, shall be
paid by UNIBANCO to the holder of the UNITS;
c) only
the holder of the UNITS shall exercise the right to participate in the
Shareholders’ Meetings of UNIBANCO and HOLDINGS and therein exercise all rights
attributed to the shareholders of such companies by the property of the shares
represented by the UNITS;
d) If the
shares of UNIBANCO or HOLDINGS are split, cancelled or combined or if new shares
of UNIBANCO or HOLDINGS are issued while the UNITS are in existence, the
following rules shall apply:
I - In
the event that there is a change in the number of shares represented by UNITS,
as a result of share splits or through the capitalization of profits or reserves
carried out by UNIBANCO and by HOLDINGS, UNIBANCO shall register the deposit of
the new shares issued and shall issue new UNITS registering them in the account
of the respective holders, in such a way as to reflect the new number of shares
held by the holders of the UNITS, always maintaining the proportion of one (01)
UNIBANCO preferred share to one (01) HOLDINGS class “B” preferred share,
represented by UNITS. In the event that there is a share split carried out
exclusively by either UNIBANCO or HOLDINGS, or if the share split is carried out
by both companies using different ratios, then UNIBANCO shall register, in the
name of the holder of the split shares, the deposit of as many shares as can
form UNITS, with due
regard to
the ratio mentioned in First Paragraph of Article 7, and shall deliver the
remaining shares issued to the holder of the UNITS represented by the split
shares.
II - In
the event that there is an alteration in the number of shares represented by
UNITS, as a result of share combination or cancellation, carried out by UNIBANCO
and by UNIBANCO HOLDINGS, then UNIBANCO shall debit the UNITS deposit accounts
of the holders of the cancelled shares, automatically canceling the UNITS, in a
number sufficient to reflect the new number of shares held by the holders of the
UNITS, always keeping the proportion of 1 (one) UNIBANCO preferred share to 1
(one) HOLDINGS preferred share represented by a UNIT. In the event of a
combination or cancellation of shares carried out exclusively by either UNIBANCO
or HOLDINGS, or if the combination or cancellation is carried out by both
companies using different ratios, then UNIBANCO shall cancel the UNITS
representing the cancelled shares, delivering the UNIBANCO or the HOLDINGS
shares that have not been cancelled to the respective holders, as the case may
be.
III – in
the capital increases resulting from share subscription, in which preemptive
rights have been granted, the following procedures shall apply:
1
st
) if
UNIBANCO and HOLDINGS simultaneously carry out a capital increase by issuing
shares that may be converted into new UNITS, holders of UNITS may exercise the
preemptive rights to which the shares represented by the UNITS are entitled, in
which case:
I – if
the shareholder subscribes the shares of both companies, then new UNITS shall be
issued to him, corresponding to the shares subscribed, in accordance with the
proportion mentioned in First Paragraph of Article 7, unless such
shareholder provides instructions to the contrary, as provided for in
item II below;
II – if
the shareholder chooses to subscribe shares of both companies without the
formation of UNITS, or only shares from one of the companies, he may do so by
informing such intention to the issuers in the share subscription
form;
2
nd
) if
only one of the companies increases its capital, UNIT holders may exercise the
preemptive right conferred by one of the shares represented by the UNITS
directly, and in such case no new UNITS will be issued .
CHAPTER
III
General
Shareholders Meeting
Article 12:
The
general shareholders´ meeting shall be held ordinarily within the four (4)
months immediately following the end of the fiscal year, for the purposes
established in law, and extraordinarily, whenever corporate interests so
require.
First Paragraph
– A
shareholder may be represented at a Shareholders Meetings by an
attorney-in-fact which fulfills the conditions prescribed by law. The
filing of the respective power of attorney with UNIBANCO may be
required.
Second Paragraph:
The status
of shareholder must be proven, if so requested, by presentation of a proper
identity document.
Article 13:
The
Shareholders Meetings, called at least fifteen (15) days in advance, according
to the law, shall be installed and chaired by the President of the Board of
Officers, who may appoint in his stead any member of the Board of Officers,
which shall choose, among the shareholders present, one or more
secretaries.
First Paragraph:
Each common
share is entitled to one vote in the Shareholders Meetings.
Second Paragraph:
In order to
be binding upon UNIBANCO, shareholders agreements regarding the purchase and
sale of shares, the preference on the acquisition of shares, and the exercise of
voting rights or the control of UNIBANCO must be previously approved by the
Central Bank of Brazil and filed at UNIBANCO's head office, in
accordance
with the applicable rules established by the Board of Officers. UNIBANCO may
request the shareholders clarifications in order to properly fulfill its
obligations.
Third Paragraph:
It is
incumbent upon the Shareholders Meeting, besides the incumbencies set forth in
law:
a) examine
and deliberate on the semiannual balance sheets and decide upon the distribution
and investment of profits, in accordance with Article 33;
b) authorize,
whenever it deems necessary, on the cases not established on this By-laws, the
representation of UNIBANCO by a sole member of the Board of Officers or by an
attorney-in-fact, provided that such resolution specifies the powers
granted;
c) elect
and remove the members of the Board of Officers;
d) determine
the duties and responsibilities of the Officers in accordance with their
respective areas of work, including to appoint an Officer responsible for the
Ombudsman’s Office;
e) elect
and remove the Ombudsman;
f) appoint
and remove the independent auditors, taking in consideration the recommendation
of the Audit Committee to which the UNIBANCO is binded to; and
g) establish
the term and other conditions for the conversion of UNIBANCO's shares into
UNITS, as per Article 8 of these By-laws.
CHAPTER
IV
The
Board of Officers
Article 14
: The Board of
Officers shall comprise a maximum of 150 (one hundred and fifty) members,
resident in the Country, shareholders or not, elected by the Shareholders
Meeting, with a term of office of 1 (one) year, eligible
for reelection, being:
a) 1
(one) President;
b) up to
10 (ten) Vice Presidents;
c) up to
139 (one hundred thirty nine) Executive Officers, Officers and Deputy
Officers;
First Paragraph:
- The
President, the Vice Presidents and the Executive Officers shall compose the
Board of Executive Officers
Second Paragraph: -
The age
limit for holding a position in the Board of Officers shall be sixty two (62)
years of age. The Shareholders Meeting may extend such limit, according to the
nature of the relevant area of work.
Article 15:
It is incumbent
upon the Board of Executive Officers the management and administration of the
company's business. The Board of Executive Officers may carry out all
transactions and perform all acts related to UNIBANCO’s objectives, and their
responsibilities are:
a) to
order the preparation of semiannual balance sheets and propose their
approval to the Shareholders Meeting, together with the proposal for the
distribution and application of profits, subject to Article 33;
b) to
submit to the Shareholders Meeting for approval the Annual Report to the
Shareholders and the Financial Statements of each fiscal year;
c) to
authorize the opening, change of address and closing of branches or facilities,
including those abroad;
d) to
comply with and ensure compliance with the resolutions of the Shareholders
Meeting, and with the By-laws;
e) the
overseeing, supervision and guidance of the Officers and of the Deputy Officers,
as the case may be;
f) to
care for the improvement of the members of management, following up on their
professional performance and development;
g) to
decide upon the investment of resources resulting from tax
incentives;
h)
determine the general directions for the conduct of business and to establish
the basic policies and guidelines for UNIBANCO;
i) call
Shareholders Meetings;
j) submit
to the Shareholders Meetings proposals for:
I -
capital increase or reduction;
II -
mergers, amalgamations or spin-offs;
III -
amendments to the By-laws;
k) decide
upon the following matters:
I -
partnerships or joint ventures involving UNIBANCO, including participation in
shareholders agreements;
II -
acquisition, disposal, increase or reduction of its participation in (i)
controlled or (ii) affiliated companies;
III -
acquisition of controlling interests in other companies, in accordance with
applicable legal provisions;
IV -
results and investment budgets and the respective action plans submitted
pursuant to sub-item II of the First Paragraph of Article 17;
l)
appoint a replacement for the President, for the members of the Board of
Officers, in the cases established on this By-laws;
m)
analyze the qualitive and quatitive semiannual report on the activities of the
Ombudsman’s Office, as well as to implement the corrective or proceedings and
routine improvement measures proposed by the Ombudsman’s Office;
n) decide
upon the creation of committees to deal with specific matters within
the authority of the Board of Officers;
o)
establish rules for the filing of shareholders agreements, in accordance with
the Second Paragraph of Article 13 of these By-laws; and
p)
deliberate upon the promotion of the defense, in judicial and administrative
actions proposed by third parties against the management of UNIBANCO, the
members of the Audit Board, if on duty, and employees that legally act by
delegation of the management, during or after the term of their respective
mandates, arising from the legal acts of management practiced in the exercise of
their attributions, being entitled to contract insurance to cover the procedural
expenses, attorney's fees and damages awarded due to such claims.
Article 16
: It is incumbent
upon the President:
I - to
guide the management of the social business, supervising the works of the other
members of the Board of Executive Officers, in order to assure the full
implementation and execution of the policies and guidelines set by the Board of
Executive Officers;
II -
coordinating the activities of the Vice Presidents, and follow-up their
respective performance;
III -
reaching decisions within his authority;
IV -
reaching decisions with urgent character, within the competence of the Board of
Executive Officers, "ad referendum" of such Board;
V - to
chair the Shareholders Meetings, with authority to appoint any of the members of
the Board of Executive Officers to do so in his stead;
VI -
establish the compensation of each of the members of the Board Officers, within
the global amount approved by the Shareholders’ Meeting; and
VII -
establish the bonus of each of the members of the Board Officers, subject to the
provisions of item “c” of the First Paragraph of Article 33.
Article 17:
It is incumbent
upon the Vice-Presidents:
I – the
management and supervision of the areas assigned as set forth in item "d" or in
the sole paragraph of the Article 13;
II – the
supervision and coordination of the performance of the Executive Officers,
Officers and Deputy Officers which are under their direct supervision and the
following-up of their respective performance;
III -
reaching decisions within his authority;
First Paragraph:
In
accordance with the policies, directives and parameters established by the Board
of Executive Officers, it is jointly incumbent upon the President and the
Vice-Presidents, jointly:
I
- to approve and change
UNIBANCO's administrative structure and internal rules;
II
- to submit to the approval of
the Board of Executive Officers the results and investment budgets and the
respective business plans as well as to implement the decisions
taken;
III
- to establish operational and
administrative limits of authority;
IV
- to care for the improvement of the
members of management, following up on their professional performance and
development.
Second
Paragraph
The jointly decisions of the President and the
Vice-Presidents shall be taken by a majority of votes in the presence of at
least half of its elected members. The President shall be entitled, in addition
to his own vote, to the casting vote in case of a tie.
Article 18
: It is incumbent
upon the Executive Officers:
I – the
management and supervision of the areas which shall be assigned to them by the
provisions of sub-item II of Article 17 of this By-laws; and
II – the
supervision and coordination of the performance of the Officers and Deputy
Officers which are under their direct supervision.
Article 19:
It is incumbent
upon Officers and Deputy Officers the management and supervision of the areas
which shall be assigned to them by the Executive Board of Officers.
Article 20:
The
replacement of the members of the Board of Officers shall be carried out as
follows:
a) in the
cases of temporary replacement:
I - the
replacement of the President shall be appointed by the Board of Executive
Officers, as set forth in item “l” of Article 15;
II - the
duties of the Vice Presidents shall be performed by a replacement appointed,
from among the elected Executive Officers, by the President;
III - the
duties of the Executive Officers shall be performed by a replacement appointed,
from among the elected Officers, by the President jointly with the Vice
President responsible of the supervision of the Executive Officer replaced,
depending on the case.
IV - the
duties of the Officers and the Deputy Officers shall be performed by a
replacement appointed, from among the elected Officers, by Executive Officer
responsible of the supervision of the Officer or of the Deputy Officer replaced,
as from the case.
b) in
cases of replacement due to a vacancy concerning any of the Officers, the
replacement shall be appointed by the Board of Executive Officers, as specified
in item “l” of Article 15.
Article 21:
The meetings of
the Board of Officers shall be called and chaired by the President or by any of
the Vice-Presidents. In case of any impossibility, any of two of them may,
jointly, appoint to chair it in their stead any member of the Board of Executive
Officers.
Sole Paragraph:
The decisions
of the Board of Executive Officers shall be taken by the majority of votes of
the members of the Board of Executive Officers, with the presence of at least
half of its members, except with respect to the issues specified in item “c” of
Article 21, which may be decided upon with the presence of at least three (3)
members. The Chairman of the meeting shall be entitled, in addition to its own
vote, to the casting vote in case of a tie.
Article 22:
UNIBANCO shall be
represented by the members of the Board of Officers as stated in this Article,
except as established in item “b” of third paragraph of Article 13.
First Paragraph:
The following
shall require the joint signatures of two members of the Board of Officers, one
of them being necessarily an Executive Officer:
a) acts
resulting in the encumbrance or disposal of real property or other assets, the
placement of collateral or guarantees, the settlement or waiver of rights, the
undertaking of obligations, the execution of agreements, as well as those acts
which result in liability for UNIBANCO or release third parties from liabilities
towards him;
b) the
appointment of attorneys-in-fact, except as provided in item “b” of third
paragraph of Article 13.
Second
Paragraph:
UNIBANCO may be represented severally by any of the
members of the Board of Officers, or by an attorney-in-fact with specific
powers, in acts related to:
a)
receipt of summonses or rendering of personal depositions in court;
b)
receipt of subpoenas and delivery of statements out of court;
c)UNIBANCO's
participation in auction processes;
d)
UNIBANCO'S representation in Shareholders Meetings of Companies in which
UNIBANCO holds share participation; and
e)
UNIBANCO's representation before public bodies, provided that no assumption of
responsibilities or obligations by the Company is implied.
Third
Paragraph:
The acts mentioned in item “a” of the First
Paragraph of this article may also be performed by (i) any member of the Board
of Executive Officers jointly with an attorney-in-fact, (ii) jointly by two
attorneys-in-fact, or even (iii) by a sole attorney-in-fact or an Officer,
provided that it is previously, specifically and expressly authorized by the
Shareholders Meeting. In every case, the power of attorney must specify in the
respective instrument the limits and extension of the powers granted as well as
the term for the appointment.
Fourth Paragraph:
Regardless
of the provisions set forth in the item (iii) of third paragraph above,
UNIBANCO may appoint
attorneys-in-fact to represent it severally as follows:
a) by
executing powers of attorney with an "ad judicia" clause, without term,
including the powers to perform acts of resignation, waiver, settlement, receipt
and acquittal;
b) in
acts specifically determined in the applicable power of attorney, except for
those mentioned in item "a" of the First Paragraph of this article;
and
c) cases
in which the attorney-in-fact is a legal entity.
Article 23:
The holding a
position on the Board of Officers and shall not require the placement of
bond.
Article 24
:- As soon as
their election is approved by the Central Bank of Brazil, the members of the
Board of Officers shall be invested in their positions by having their
respective terms of office recorded in the Book of Minutes of the Meetings of
the Board of Officers, which terms of office shall also be recorded in the cases
of replacement specified in Articles 20.
Sole Paragraph:
- If the term
of office is not executed within thirty (30) days of the date of approval by the
Central Bank of Brazil, the appointment shall become void, except if a
justification is accepted by the administrative body for which the individual
was elected.
Article 25:
The members
of the Board of Officers and shall remain in their positions, after the
expiration of their term, until their successors are vested in
office.
Article 26:
The
Shareholders Meeting shall establish the compensation for the Board of Officers,
in accordance with item VI of Article 16.
The
Audit Board
Article 27
: UNIBANCO
shall have an Audit Board that shall be comprised of at least three (3) and at
most five (5) permanent members and an equal number of alternates, with duties
as set forth in law.
First Paragraph
: The Audit
Board shall only operate in those fiscal years in which the shareholders, in
accordance with the provisions of law, request its institution.
Second
Paragraph
: The Shareholders Meeting at which the institution
of the Audit Board is requested shall elect its members and determine their
compensation.
Third
Paragraph
: The term of office of the members of the Audit
Board shall end at the Annual Shareholders Meeting following its
institution.
CHAPTER
VI
The
Ombudsman’s Office
Article 28:
UNIBANCO will have an
organizational component of ombudsman (“Ombudsman’s Office”), with the function
of assuring the strict compliance of the legal and regulatory provisions
regarding the consumer’s rights, and of acting as a way of communication among
the clients of the products and services offered by UNIBANCO and the companies
that render such services, including the mediation of possible
conflicts.
Sole Paragraph:
The
Ombudsman’s Office shall be a single office for the financial companies
controlled by Unibanco (“Unibanco’s Ombudsman’s Office”), except for those
companies that, in virtue of its nature or activity, constitute its own
ombudsman’s office.
Article 29:
The Shareholders
Meeting, or other body appointed by it, will appoint the Unibanco’s Ombudsman’s
Office, with powers to also remove him.
First Paragraph:
The Ombudsman
will have a mandate of 1 (one) year, being possible to be reelected several
times, and shall hold its position, after the end of its mandate, until the
appointment of his substitute.
Second Paragraph:
The
Ombudsman shall not develop any other activities in Unibanco or controlled
companies, except for the position of Officer responsible for the Ombudsman’s
Office.
Article 30:
The Ombudsman’s
Office shall:
a)
receive, register, instruct, analyze and provide formal and proper treatment to
complains of clients and users of products and services rendered by the
companies controlled by Unibanco, that are not solved by the usual services
provided branches and any other service places;
b) render
the necessary clarifications and inform the complainers about the progress of
their demands and the connected measures adopted;
c) inform
the complainers the estimated deadline to the final response, which shall not be
longer than the deadline of the current applicable regulation;
d) to
provide the complainers with a final response to their complains, in the
deadline previously informed;
e) to
propose corrective measures to the management or improvement of procedures and
routines and deal with the analisys of clains received;
f) to
prepare and forward to the internal audit anf to the Board of Executive
Officers, at the end of each semester, a quantitative and qualitative report on
the activities of the Ombudsman’s Office, including the proposasl mentioned on
item“e” above.
Artigo 31:
For the
achievement of the
functions of the Unibanco’s Ombudsman’s Office, UNIBANCO assures
that:
a) there
shall be adequate conditions to the Unibanco’s Ombudsman’s Office in order to
allow it to develop its activities, so that its performance shall be guided on
transparency, independency, imparciality and exemption; and
b) the
Unibanco’s Ombudsman’s Office will have access to the necessary information to
prepare the adequate responses to the complains received, with a wide
administrative support, being able to request informations and documents for the
performance of its activities.
CHAPTER
VII
Fiscal
Year, Financial Statements, Reserves and Dividends
Article 32:
The fiscal year
shall begin on the 1
st
day of
January and shall end on December 31
st
of each
year.
Article 33
: On the last day of
each calendar semester the following financial statements shall be prepared, in
accordance with the applicable legal provisions:
a)
balance sheet;
b)
statement of accumulated losses and profits;
c) income
statement for the fiscal year;
d)
statement of origin and investment of funds.
First Paragraph:
The following
shall be deducted from the results of the fiscal year:
a)
accumulated losses, if any, in the form set forth at law;
b) the
provision for income taxes and the Social Contribution on Net
Profit;
c) up to
10% (ten percent) of the result remaining after the deductions referred to in
items “a” and “b” of this paragraph, as profit sharing for the Board of
Officers, in compliance with legal limitations, and in accordance with the
Second Paragraph of this article.
Second Paragraph:
The
compensation provided in item “c” of the First Paragraph of this article shall
be determined and paid to the administrators by decision of the Shareholders
Meeting and in accordance with the relevant legal provisions.
Third Paragraph
: UNIBANCO’s
results, after the deductions referred to in the First Paragraph of this
article, comprise the net profit of the fiscal year that, by decision of the
Board of Executive Officers, having heard the Audit Board, if in operation,
shall be allocated as follows, subject to ratification by the Shareholders
Meeting:
a) 5%
(five percent) for the creation of a Legal Reserve, which shall not exceed 20%
(twenty percent) of the corporate capital;
b)
establishment of Reserves for Contingencies, as permitted by law;
c) 35%
(thirty-five percent) of the remaining net profit, after constitution of the
reserves set forth in the above items “a” and “b” as mandatory
dividend;
d)
establishment of the Reserves for Unrealized Profits in those fiscal years in
which the amount of the mandatory dividends exceeds the effected portion of the
fiscal year’s net profit, pursuant to the provisions of Articles 197 and 202,
III, of Law no. 6,404, of Dec. 15, 1976, as modified by Law no. 10,303, of Oct.
31, 2001;
e) the
balance shall be allocated for a reserve designed to ensure that UNIBANCO
maintains adequate operating margin, up to one hundred percent (100%) of the
corporate capital;
f) the
eventual remaining balance shall be disposed of in accordance with the
resolutions of the Shareholders Meeting, being observed the applicable legal
provisions.
Fourth Paragraph:
It
shall be attributed to each preferred share an amount at least 10% (ten percent)
higher than the amount attributed to each common share in the distribution of
dividends mentioned in item “c” of Third Paragraph of this Article.
Fifth Paragraph:
The payment
of dividends which are authorized by the Shareholders Meeting shall occur within
sixty (60) days of the date on which they were declared and, in any event,
within the same fiscal year in which they are declared.
Sixth Paragraph:
The company
may declare, by decision of the Shareholders Meeting, after the Audit Board, if
in operation, is heard, during the fiscal year and before the subsequent Annual
Shareholders Meeting, interim dividends, which may constitute a partial or full
advance of the mandatory dividends, to be taken from:
a)
profits ascertained in a semiannual balance sheet, and
b)
retained profits or Profit Reserves verified in the former annual or semiannual
balance sheet.
Seventh Paragraph:
The company
may further declare, by decision of the Shareholders Meeting, to prepare
extraordinary balance sheets and distribute dividends in shorter terms, as part
of the annual dividend, provided that the total amount of dividends distributed
at each semester of the financial year does not exceed the amount of the Capital
Reserves.
Eighth
Paragraph
: For the purpose of calculating the amount of the
mandatory dividends to be distributed, any interest distributed to the
shareholders shall be considered, up to the limit of the LONG TERM INTEREST RATE
(TAXA DE JUROS DE LONGO PRAZO - TJLP), as provided in the Seventh Paragraph of
Article 9 of Law no. 9,249 of December 26, 1995, including those paid to the
account of profits or reserves mentioned in the Sixth Paragraph of this
article.
CHAPTER
VIII
Liquidation
Article 34:
UNIBANCO shall
enter into liquidation in the cases determined by law or by decision of the
Shareholders Meeting, which shall establish the form of liquidation and shall
appoint the liquidators and the Audit Board, if the institution thereof is
requested, to operate during the liquidation period.
CHAPTER
IX
General
Provisions
Article 35:
Any shareholder
who does not pay the amounts due for subscribed shares, in accordance with the
conditions set out in the subscription form or, if any of them remains
negligent, when called upon to do so by the Board of Executive Officers, shall
be considered in arrears and shall be subject to the payment of interest at the
rate of 1% (one percent) per month in addition to monetary restatement
calculated in accordance with the prevailing official rates, notwithstanding the
utilization by UNIBANCO of all remedies available at law for the satisfaction of
its credit
.
Article 36:
The
reimbursement amount for the shares in the cases in which it is assured by law
shall be equal to the net worth of the shares, ascertained on the basis of the
balance sheet prepared in the manner prescribed in law.
CHAPTER
XI
Transitory
Provisions
Article 37:
The company shall
keep in its accounting records, as a Special Dividends Reserve, the amount of
R$63.897.529,90 (sixty-three million, eight hundred and ninety-seven thousand,
five hundred and twenty-nine
reais
and ninety
centavos
), which, on Dec. 31,
1996, corresponded to 77,105,743.8181 UFIRs (Fiscal Reference Unit), to be
transferred from the Legal Reserve referred to item “e” of the Third Paragraph
of Article 33, said amount being constituted of the profits ascertained in the
fiscal years of 1989 to 1993 and based upon the tax regimen set forth in Article
35 of Law No.7,713 of Dec. 22, 1988 and Article 75 of Law 8,383, of Dec. 30,
1991.
Sole Paragraph
: The Special
Dividends Reserve mentioned in this article shall be reduced by an amount equal
to the dividends distributed by UNIBANCO from this Reserve or as a result of its
capitalization.
SIGNATURES
Pursuant to the requirements of the
Securities Exchang Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Date: December 30,
2008
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UNIBANCO
- UNIÃO DE BANCOS BRASILEIROS S.A.
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By:
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/s/ Geraldo
Travaglia Filho
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Name:
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Geraldo Travaglia
Filho
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Title:
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Investor Relations
Officer
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FORWARD-LOOKING
STATEMENTS
This
press release may contain forward-looking statements. These statements are
statements that are not historical facts, and are based on management's current
view and estimates of future economic circumstances, industry conditions,
company performance and financial results. The words "anticipates", "believes",
"estimates", "expects", "plans" and similar expressions, as they relate to the
company, are intended to identify forward-looking statements. Statements
regarding the declaration or payment of dividends, the implementation of
principal operating and financing strategies and capital expenditure plans, the
direction of future operations and the factors or trends affecting financial
condition, liquidity or results of operations are examples of forward-looking
statements. Such statements reflect the current views of management and are
subject to a number of risks and uncertainties. There is no guarantee that the
expected events, trends or results will actually occur. The statements are based
on many assumptions and factors, including general economic and market
conditions, industry conditions, and operating factors. Any changes in such
assumptions or factors could cause actual results to differ materially from
current expectations.
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