Annex I
to the Minutes of the Extraordinary Shareholders’ Meeting held on February 28,
2009
JUSTIFICATION
AND PROTOCOL OF SPIN-OFF OF UNIBANCO SEGUROS S.A. WITH TRANSFER OF ITS SPIN-OFF
ASSETS TO UNIBANCO – UNIÃO DE BANCOS BRASILEIROS S.A.
By
this Justification and Protocol of Spin-Off, executed according to provision of
sections 224 and 225 of Rule No. 6,404, of January 15, 1976, and of other
applicable legal provisions, and at the best form of law, parties qualified
hereunder:
1.
in its capacity as management body of
UNIBANCO SEGUROS
S.A.
, a corporation with its registered offices located in the City of
São Paulo, State of São Paulo, at Av. Eusébio Matoso, 1,375 – 2
nd
to 8
th
floors and 10
th
floor, CNPJ No. 33.166.158/0001-95 (“
UBBSEG
”),
its Board of Directors, hereunder represented by undersigned Officers;
and
2.
in its capacity as management body of
UNIBANCO – UNIÃO
DE BANCOS BRASILEIROS S.A.
, a corporation with its registered offices
located in the City of São Paulo, State of São Paulo, at Av. Eusébio Matoso,
891, enrolled with the Brazilian Tax Authorities under CNPJ 33.700.394/0001-40
(“
UNIBANCO
”),
its Board of Executive Officers, herein represented by its undersigned
Officers;
UBBSEG
and
UNIBANCO
jointly referred to as “Companies” decide as follows:
(i) on November 28,
2008, Itaú Conglomerate and the Unibanco Conglomerate have merged into a sole
and same conglomerate, in such manner that UNIBANCO then had all its issued
shares held, directly or indirectly, by
BANCO ITAÚ
S.A.
(“
ITAÚ
”),
which, on its turn, has all its issued shared held by
ITAÚ UNIBANCO
BANCO MÚLTIPLO S.A.
;
(ii) with the Itaú
Unibanco joint venture, it is coherent that both conglomerate’s business are
integrated, in view of the of synergies and scale gain and diversification. The
new Itaú Unibanco Conglomerate has the intention of unify their operation and
management structures, with the consequent optimization of the number of
entities, of their business, assets and results;
(iii) several
activities carried out by Conglomerado Unibanco and, specially by
UNIBANCO VIDA E
PREVIDÊNCIA S.A.
(“
UVP
”), are
also carried out by Conglomerado Itaú, including by means of its affiliated
ITAÚ
VIDA
E
PREVIDÊNCIA
S.A. (“
ITAUPREV
”),
now deemed consistent that the similar activities be grouped in such manner as
to be performed by a sole company;
(iv)
UBBSEG
holds 100% of shares of
UVP
;
(v) differently of
Conglomerate
UNIBANCO
,
in which until this moment the activities related to insurance and social
security that were under direct and indirect control of
UBBSEG
, in
the of Conglomerate
ITAU
,
ITAUPREV
is the company related to
ITAÚ
,
although the first one is not under control of the second one;
(vi) in order to
facilitate the integration process of said activities into a sole vehicle, it is
initially necessary to differentiate said corporate interest of
UBBSEG
,
upon the current spin-off, so as to allow, at a future moment, that the
activities performed by
ITAUPREV
be included within the operational context of
UVP
;
NOW THEREFORE
parties decide to execute this Justification and Protocol of Spin-Off of
UBBSEG
,
hereafter referred to as Justification and Protocol, that will be governed by
the following terms and conditions:
1.
REASONS
1.1 Companies’
managers, after preliminary surveys on the convenience of the spin-off have
agreed, based on the grounds provided on the paragraphs hereinbefore, that the
spin-off of
UBBSEG
,
with the transfer of the spun-off portion to
UNIBANCO
,
will comply fully with the corporate interests of the new Itaú Unibanco
Conglomerate and of the Companies, thus allowing the rationality of its
management and commercial activities and businesses and the optimization of its
structure costs, according to the to afore mentioned aspects;
1.2 It should be
noted that the purpose of the current spin up is mainly the transfer of portion
of
UBBSEG
assets to
UNIBANCO
,
and
the spun-off portion to be merged by
UNIBANCO
is
estimated
in R$199,674,712.73 (one hundred and ninety nine million, six hundred and
seventy four thousand, seven hundred and twelve and seventy three
cents).
1.3 Remaining
portion of
UBBSEG
equity corresponds to R$1,419,344,879.64 (one billion, four hundred and nineteen
million, three hundred and forty four thousand, eight hundred and seventy nine
reais
and
sixty four cents).
2.
ASSESSMENT CRITERIA
2.1.
UBBSEG
net
equity to be absorbed by
UNIBANCO
should be estimated at book value, based on
UBBSEG
balance sheet prepared on December 31, 2008.
2.2.
PricewaterhouseCoopers Auditores Independentes, a consulting company expert in
the area, (“Appraiser Company”), was hired to carry out the assessment of the
value of the spun-off assets of
UBBSEG
to
be transferred to
UNIBANCO
,
using as basis for said assessment the financial statements prepared on December
31, 2008 (“Spin-off Data Base”).
2.3. After the
spin-off,
UBBSEG
will continue to exist without interruption, and due to the transfer of the
spun-off portion, its stockholders’ equity will be reduced as
follows:
|
Accounts
|
|
Account
balance on
Dec. 31,
2008
|
|
|
Spin-off
|
|
|
Accounting
balance
after
spin-off
|
|
|
CAPITAL STOCK
(*)
|
|
|
1.033.199.989,85
|
|
|
|
145.687.363,14
|
|
|
|
887.512.626,71
|
|
|
CAPITAL
RESERVE
|
|
|
127.201.362,20
|
|
|
|
17.936.151,01
|
|
|
|
109.265.211,19
|
|
|
REVALUATION
RESERVE
|
|
|
5.555.465,67
|
|
|
|
|
|
|
|
5.555.465,67
|
|
|
PROFITS
RESERVES
|
|
|
540.950.789,28
|
|
|
|
76.276.856,51
|
|
|
|
464.673.932,77
|
|
|
Legal
Reserve
|
|
|
131.482.826,81
|
|
|
|
18.539.863,07
|
|
|
|
112.942.963,74
|
|
|
Statutory
Reserve
|
|
|
409.464.896,27
|
|
|
|
57.736.993,44
|
|
|
|
351.727.902,83
|
|
|
Profits
Reserve - other
|
|
|
3.066,20
|
|
|
|
|
|
|
|
3.066,20
|
|
|
ADJUSTMENT
WITH NOTES
AND
SECURITIES
|
|
|
-87.888.014,63
|
|
|
|
-40.225.657,93
|
|
|
|
-47.662.356,70
|
|
|
|
|
|
1.619.019.592,37
|
|
|
|
199.674.712,73
|
|
|
|
1.419.344.879,64
|
|
(*) Includes
capital increase in the amount of R$33,199,989.85 (in the process of being
approved).
2.4.
UNIBANCO
should incorporate the spin up portion of
UBBSEG
that comprises assets and liabilities described on Exhibit I, at the amount of
R$199,674,712.73 (one hundred and ninety nine million, six hundred and seventy
four thousand, seven hundred and twelve and seventy three cents). Said
incorporation of spun-off portion will not imply an increase
UNIBANCO
capital stock, and neither in the issuance of new share for the reasons
described in item 3.1.hereafter.
2.5. The effective
date of spin-off will be February 28, 2009 (“Spin-off Effective Date”). Spin-off
will become in force upon (i) a Shareholder[s Meeting of
UBBSEG
,
where should be approved the spin-off, this Protocol and Justification, and the
decrease of capital stock, its managers being entitled to make all necessary
actions to the spin-off, (ii) a Shareholders Meeting of
UNIBANCO
,
that should approve the spin-off, this Protocol and Justification and the
designation of Appraising Company, the appraisal report to be prepared by
Appraising Company and its managers being entitled to make all necessary actions
to the merger of the spun-off portion.
2.6. Eventual
assets variation on the spun-off portion occurred between the Spin-off Data Base
and the Spin-off Effective Date, if applicable, will be transferred to the
account of
UBBSEG
.
3.
CORPORATE REPLACEMENT
3.1 In regards to
the spin-off of assets and liabilities of
UBBSEG
included on Exhibit I, that will be transferred to the equity of
UNIBANCO
:
(i) the sole
shareholders of
UBBSEG
are
UNIBANCO
and the directors of
UBBSEG
.
Each of the directors of
UBBSEG
holds one preferred share of
UBBSEG
(“Fiduciary Share”), which are fiduciary shares and will return to
UNIBANCO
when the directors of
UBBSEG
resign. Pursuant to the fiduciary share assignment agreements, any security that
is attributed to the Fiduciary Shares as a result of corporate restructurings,
including stock splits, dividends or transactions such as the current Spin-Off,
shall be attributed to
UNIBANCO
.
For this reason, the spin-off will be implemented without the capital increase,
that is to say, without the issuance of new
UNIBANCO
shares,
UNIBANCO
investment at
UBBSEG
being reduced, in compensation for its equity, with the consequent registry of
spin up portion of
UBBSEG
at
the accounting of
UNIBANCO
,
upon mere replacement of accounting terms;
(ii) as there is no
capital increase due to merge of spin share of
UBBSEG
,
this spin-off will not call for an issuance of new shares of
UNIBANCO
,
with no need to set criteria for the substitution relationship foreseen on
section 224, item I, of Rule No. 6,404/76. Also, will not be applied section
225, item II, of Rule No. 6,404/76.
(iii) once
UBBSEG
does not own
UNIBANCO
shares, there is no need to adopt a solution in regards to the shares of
UNIBANCO
equity owned by
UBBSEG
.
4.
CAPITAL STOCK
4.1. As per
provision on item 2.3.,
UBBSEG
capital stock will be reduced in R$145,687,363.14 (one hundred and forty five
million, six hundred and eighty seven thousand, three hundred and sixty three
reais
and
fourteen cents) without annulment of shares, due to the transfer of its spun-off
portion to
UNIBANCO
.
4.1.1. So, in case
the terms hereof are approved, the Shareholders Meeting of
UBBSEG
should also decide in regards to the amendment of c
aput
of
Article 5º of
UBBSEG
By
Laws which, if the Shareholders Meeting approves this spin-off, shall be
wording as follows:
“
Article
5
:- The capital stock is
R$887,512,626.71 (eight hundred and eighty seven million, five hundred and
twelve thousand, six hundred and twenty six
reais
and
seventy one cents), divided into 1,088,757,111 (one billion, eighty eight
million, seven hundred and fifty seven thousand and one hundred and eleven)
nominative shares at no par value, being 662,914,366 (six hundred and sixty two
million, nine hundred and fourteen thousand and three hundred and sixty six)
common shares and 425,842,745 (four hundred and twenty five million, eight
hundred and forty two thousand and seven hundred and forty five) preferred
shares .”
4.2.
UNIBANCO
capital stock will remain unchanged, as per item 3.1 (i)
hereinbefore.
5.
CORPORATE PURPOSE
5.1. As
UNIBANCO
corporate purpose already allows the performance of activities derived from the
acceptance of assets and liabilities included in Exhibit I, including the equity
interest in other companies, it will not be necessary to change its corporate
purpose to as to include said activity.
6.
MISCELLANEOUS
6.1. As
UNIBANCO
and the directors of
UBBSEG
are
the sole shareholders of
UBBSEG
and
have approved the Spin-Off, it is not necessary to set forth the reimbursement
value of shares and is not applicable to provision on Section 264 of Rule No.
6,404/76.
6.2.
UNIBANCO
will succeed the
UBBSEG
only on assigned duties, as per the sole paragraph of Section 233 of Rule No.
6,404/76.
6.3. It should be
pointed out, as per Exhibit to Resolution CNSP 166/07, that the spin-off dealt
with hereunder was submitted to approval of the Private Insurance
Superintendence by means of mail dated of January 19, 2009, so as this spin-off
is subject to the approval of such authority. Also, in the terms of Resolution
CMN 3,040/02, this transaction is subject to the approval of the Brazilian
Central Bank.
6.4. This document
is executed irrevocably and irretrievably, binding signatories and their
successors.
In
witness whereof the parties hereto execute 06 counterparts of this instrument,
together with the undersigned 02 witnesses.
São Paulo, February
28, 2009.
|
|
|
|
|
|
BOARD
OF DIRECTORS OF UNIBANCO SEGUROS S.A.
(represented,
as per authorization of the Board of Directors, by two
Officers)
|
|
|
|
|
EXECUTIVE
BOARD OF OFFICERS OF UNIBANCO – UNIÃO DE BANCOS BRASILEIROS
S.A.
(represented,
as per authorization of the Executive Board of Officers, by two
Officers)
|
WITNESSES
:
EXHIBIT
I
Elements
– Spun-off Assets and Liabilities
I
– Balance Sheet (Spun-off Balances)
Unibanco
Seguros S.A.
|
Accounts
|
|
Account
balance on
Dec. 31,
2008
|
|
|
Spin-off
|
|
|
Ref
|
|
|
Accounting
balance
after
spin-off
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AVAILABLE
FUNDS
|
|
|
46,479,208.35
|
|
|
|
|
|
|
|
|
|
46,479,208.35
|
|
|
INVESTMENTS
|
|
|
2,265,852,137.54
|
|
|
|
|
|
|
|
|
|
2,265,852,137.54
|
|
|
OPER CREDITS
INSURANCE AND
REINSURANCE
|
|
|
1,478,373,918.64
|
|
|
|
|
|
|
|
|
|
1,478,373,918.64
|
|
|
RECEIVABLES
(NOTES AND CREDITS)
|
|
|
128,932,815.18
|
|
|
|
|
|
|
|
|
|
128,932,815.18
|
|
|
OTHER
SECURITIES AND ASSETS
|
|
|
21,935,000.00
|
|
|
|
|
|
|
|
|
|
21,935,000.00
|
|
|
ADVANCE
EXPENSES
|
|
|
6,763,226.32
|
|
|
|
|
|
|
|
|
|
6,763,226.32
|
|
|
DEFERRED
COMM. EXPENSES
|
|
|
1,349,987,606.59
|
|
|
|
|
|
|
|
|
|
1,349,987,606.59
|
|
|
LONG-TERM
RECEIVABLES
|
|
|
910,257,093.93
|
|
|
|
|
|
|
|
|
|
910,257,093.93
|
|
|
PERMANENT
|
|
|
587,821,572.56
|
|
|
|
199,674,712.73
|
|
|
|
a
|
|
|
|
388,146,859.83
|
|
|
TOTAL
ASSETS
|
|
|
6,796,402,579.11
|
|
|
|
199,674,712.73
|
|
|
|
|
|
|
|
6,596,727,866.38
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCOUNTS
PAYABLE
|
|
|
138,685,664.37
|
|
|
|
|
|
|
|
|
|
|
|
138,685,664.37
|
|
|
OPER DEBITS
INSURANCE AND
REINSURANCE
|
|
|
808,706,762.74
|
|
|
|
|
|
|
|
|
|
|
|
808,706,762.74
|
|
|
THIRD-PARTY
DEPOSITS
|
|
|
60,000,611.51
|
|
|
|
|
|
|
|
|
|
|
|
60,000,611.51
|
|
|
TECHNICAL
PROV – INS. AND
REINSURANCE
|
|
|
3,899,652,722.57
|
|
|
|
|
|
|
|
|
|
|
|
3,899,652,722.57
|
|
|
LONG-TERM
LIABILITIES
|
|
|
270,337,225.55
|
|
|
|
|
|
|
|
|
|
|
|
270,337,225.55
|
|
|
NET
EQUITY
|
|
|
1,619,019,592.37
|
|
|
|
199,674,712.73
|
|
|
|
b
|
|
|
|
1,419,344,879.64
|
|
|
TOTAL
LIABILITIES
|
|
|
6,796,402,579.11
|
|
|
|
199,674,712.73
|
|
|
|
|
|
|
|
6,596,727,866.38
|
|
II
– Details of spin-off items
|
|
(a)
|
Investment
in Unibanco Vida e Previdência S.A
. An interest percentage of 100%,
represented by 39,565,413 common
shares.
|
|
|
(b)
|
Net
Equity. Detailed as follows:
|
|
Accounts
|
|
Account
balance on
Dec. 31,
2008
|
|
|
Spin-off
|
|
|
Accounting
balance
after
spin-off
|
|
|
CAPITAL STOCK
(*)
|
|
|
1,033,199,989.85
|
|
|
|
145,687,363.14
|
|
|
|
887,512,626.71
|
|
|
CAPITAL
RESERVE
|
|
|
127,201,362.20
|
|
|
|
17,936,151.01
|
|
|
|
109,265,211.19
|
|
|
REVALUATION
RESERVE
|
|
|
5,555,465.67
|
|
|
|
|
|
|
|
5,555,465.67
|
|
|
PROFITS
RESERVES
|
|
|
540,950,789.28
|
|
|
|
76,276,856.51
|
|
|
|
464,673,932.77
|
|
|
Legal
Reserve
|
|
|
131,482,826.81
|
|
|
|
18,539,863.07
|
|
|
|
112,942,963.74
|
|
|
Statutory
Reserve
|
|
|
409,464,896.27
|
|
|
|
57,736,993.44
|
|
|
|
351,727,902.83
|
|
|
Profits
Reserve - other
|
|
|
3,066.20
|
|
|
|
|
|
|
|
3,066.20
|
|
|
ADJUSTMENT
WITH NOTES
AND
SECURITIES
|
|
|
-87,888,014.63
|
|
|
|
-40,225,657.93
|
|
|
|
-47,662,356.70
|
|
|
|
|
|
1,619,019,592.37
|
|
|
|
199,674,712.73
|
|
|
|
1,419,344,879.64
|
|
(*) Includes
capital increase in the amount of R$33,199,989.85 (in the process of being
approved).