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11.28.2008 - Minutes of ESM

Rule 12g3-2(b) Exemption # 82-35186

On November 28th of two thousand and eight, at three p.m., an Extraordinary Shareholders’ Meeting of Banco do Brasil S.A. (CNPJ: 00.000.000/0001-91; NIRE: 5330000063-8) – an open capital company – was held, after a first summons, at the Bank’s own registered office, in Brasilia (DF), attended by 200 (two hundred) shareholders, in person or by delegation, owners of 1,785,746,713 (one billion, seven hundred and eighty five million, seven hundred and forty six thousand and seven hundred and thirteen) ordinary shares, representing 70.24% of the total of 2,542,181,530 (two billion, five hundred and forty two million, one hundred and eighty one thousand and five hundred and thirty) ordinary shares, who signed the “Book of Presence”, the legal prescriptions having been observed.

The president, Mr. Antonio Francisco de Lima Neto, when installing the Meeting, invited, to complete the table, Mrs. Kátia Aparecida Zanetti de Lima, a representative of the government, the majority shareholder, as well as Mr. Eustáquio Wagner Guimarães Gomes, representing the Board of Auditors. He also invited the shareholders Joaquim Portes de Cerqueira César and Antônio Rugero Guibo to act as First and Second Secretaries, respectively.

The matters presented to the Meetings were those recorded in the Call Notice, published on November 12th, 13th and 14th of 2008 in the Official Daily Government Newspaper and in the following newspapers: Correio Braziliense (Brasilia-DF), Jornal do Commercio (Rio de Janeiro-RJ) and Gazeta Mercantil (São Paulo-SP).

After the lecture of the documents related to the matters to be deliberated be unanimously dismissed, once they are known by the shareholders, it was decided:

a) to approve, unanimously, the Protocol of Merger and Justification of the Merger of Banco do Estado do Piauí S.A. - BEP by Banco do Brasil S.A.; attached in this minute, in all terms, celebrated on November 10th 2008, by the administration of the merger and the merged companies, after the approval of the Board of Directors, which, along with the other examined documents, built the resolution of the Board of Auditors, as the meeting held on 11.10.2008.

b) to approve and ratify, unanimously, verified by Bidding Process (i) Deloitte Touche Tohmatsu Consultores Ltda., CNPJ/MF number 02.189.924/0001-03, as responsible for the equity appraisal reports of BEP by the discounted cash flow methodology (ii) Global Auditores Independentes, CNPJ/MF number 03.423.123/0003-95, as responsible for the equity accounting appraisal report of BEP, to equity transfer from BEP to BB, and (iii) PricewaterhouseCoopers Auditores Independentes, CNPJ/MF number 61.562.112/0015-26 and PricewaterhouseCoopers Corporate Finance & Recovery Ltda., CNPJ/MF number 05.487.514/0001-37 as responsible for the economic/financial appraisal report of BB by the behavior of the shares in the open market and by the discounted cash flow methodology;

c) to approve, by majority of votes, the Appraisal Reports mentioned above;

d) to approve, unanimously, the merger of BEP by Banco do Brasil S.A. in the terms of the Protocol of Merger and Justification of the Merger, and also to authorize Banco do Brasil’s administration to execute the complimentary acts related to the merger. With the approve of the merger, the merged companies will be extinguished and succeed by Banco do Brasil S.A., in all of the rights and obligations, independently of any other formality, besides those from the law; and

e) to authorize, unanimously, the raise in the capital of Banco do Brasil, due to the mergers mentioned above, with the transfer of the equity from BEP to Banco do Brasil S.A., in the terms of the Protocol of Merger and Justification of the Merger.

And there being nothing else to be deal with, Mr. President thanked the Shareholders for their presence and declared the work of the Extraordinary Shareholders’ Meeting of Banco do Brasil S.A. concluded, for which l (signed) Antônio Rugero Guibo, Second Secretary, had these minutes drawn up in summary form, as determined by paragraph 6 of article 9 of the Bylaws, which have read and found in accordance, are duly signed.

Signed) : Joaquim Portes de Cerqueira César, first secretary; Antonio Francisco de Lima Neto, President and Kátia Aparecida Zanetti de Lima, Government Representative.

Sighted: Edésio Antônio de Araújo, OAB DF 13.069, CPF-MF 455891601-97.




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