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NOVA BOLSA SA
Company's Registration (NIRE) No. 35300351452
Corporate Taxpayers' ID (CNPJ) No. 09346601/0001-25
Minutes of the Shareholders' Extraordinary General Meeting
held on May 8, 2008
1. Date, time and place: The Meeting was held on May 8, 2008, at 11:45 p.m. (Brasília
time), in the city of São Paulo, state of São Paulo, at Rua 15 de Novembro, 275
(BOVESPA Building). On an exceptional basis, this Meeting was not held at Nova Bolsa
SA's headquarters due to the other Extraordinary General Meetings that were held on the
same date to implement the agenda that was submitted to its review.
2. Previous publications: The Extraordinary General Meeting call notice was published
on April 19, 23 and 24, 2008, in the official newspaper of the state of São Paulo (pages 70,
5 e 54, respectively), and on April 22, 23 and 24, 2008, in the newspaper Valor Econômico
(pages C5, C8 and C5, respectively).
3. Attendance: Shareholders representing the total capital stock of the Company, on the
basis of the signatures contained in the Attendance Book. The Meeting was also attended
by Messrs. Alberto Spilborghs Neto and Fernando Antonio Rodrigues Alfredo,
representatives of KPMG Auditores Independentes, a company enrolled with the Corporate
Taxpayers' ID (CNPJ/MF) under No. 57755217/0001-29 and with the Regional
Accounting Board (CRC) under No. 2SP014428/O-6, with headquarters in the city of São
Paulo, state of São Paulo, at Rua Dr. Renato Paes de Barros, 33 ("KPMG"); and Mr.
Edemir Pinto, Chief Executive Officer of Bolsa de Mercadorias & Futuros-BM&F SA.
4. Presiding Board: Chairman, Mr. Júlio César de Toledo Piza, Jr.; Secretary, Mr.
Odilson Lirio Moré.
5. Agenda: (1) To resolve on the amendment to the Company's Bylaws, in order to
adjust the capital stock clause to the effects of the Merger and, therefore, provide for the
issue, by the Company, of redeemable registered preferred shares, with no par value and no
voting rights but with priority in capital reimbursement, without premium; (2) to review
and resolve on the proposal for the merger ("Merger") into the Company of Bolsa de
Mercadorias & Futuros-BM&F SA, a publicly-held company with headquarters in the city
of São Paulo, state of São Paulo, at Praça Antonio Prado, 48, enrolled with the CNPJ/MF
under No. 08936812/0001-55, with its articles of incorporation filed with JUCESP (São
Paulo Board of Trade) under Corporate Registration (NIRE) No. 35300343.565 ("BM&F"),
under the terms and conditions set forth in the Merger Protocol and Justification entered
into by and between the managers of the Company and BM&F SA on April 17, 2008
("Protocol"), in view of the corporate reorganization involving BM&F SA and BOVESPA
Holding SA, with the purpose of integrating the activities of these two companies, as
reported in the joint material fact they published on April 18, 2008; (3) to ratify the
appointment of KPMG as the specialized company responsible for appraising BM&F SA's
shareholders' equity by its book value, and for preparing BM&F SA's appraisal report,
pursuant to the Protocol ("Appraisal Report"); (4) to review, discuss and approve the
Appraisal Report; (5) to authorize the Company's capital stock increase through the issue,
for private subscription, of common shares to be subscribed and paid in by BM&F SA
managers, due to the transfer of BM&F SA's shareholders' equity to the Company as a
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result of the Merger, with the subsequent amendment to article 5 of the Company's Bylaws;
(6) to approve (i) the succession, by the Company, of the option agreements entered into by
and between BM&F SA and the beneficiaries of the Stock Option Plan ("BM&F Plan"),
which was approved by BM&F SA shareholders at an Extraordinary General Meeting on
September 20, 2007; and to approve (ii) the Company's new Stock Option Plan to be
ratified at the Shareholders' Extraordinary General Meeting that reviews the merger of
BOVESPA Holding SA shares, pursuant to the Protocol; and (7) to authorize the Company
managers to take all actions required for the implementation and formalization of the
Merger.
6. Transcript of the minutes: These minutes were authorized to be published in a
summary form, pursuant to the provisions of Article 130, paragraphs 1 and 2, of Law No.
6404/1976.
7. Resolutions: After review and discussion of the items included in the agenda, the
shareholders, by unanimous vote, adopted the following resolutions: (1) To amend the
Company's Bylaws, in order to provide for the issue, by the Company, of redeemable
registered nonvoting preferred shares, with no par value and no voting rights but with
priority in capital reimbursement, without premium. As a consequence, article 5 shall take
effect with the following new wording: "ARTICLE 5. The capital stock of the company is
R$500.00, represented by four registered common shares without par value. Paragraph 1.
Each common share corresponds to one vote on corporate resolutions. Paragraph 2. The
Company is entitled to issue shares without keeping proportion with the types and/or
classes of the existing shares, as long as the number of preferred shares does not exceed
the limit of 50% of the total capital stock. Paragraph 3. Preferred shares shall be
nonvoting and redeemable upon resolution at a General Meeting, regardless of any
resolutions adopted by the preferred shares owners, and shall have priority in capital
reimbursement, without premium, in the event of the Company's liquidation.
"; (2) to
approve the Protocol, whose copy is a part of these minutes as Exhibit I; (3) to ratify the
appointment of KPMG as the specialized company responsible for appraising BM&F SA's
shareholders' equity by its book value, and for preparing BM&F SA's Appraisal Report,
pursuant to the Protocol; (4) to approve the Appraisal Report, whose copy is a part of these
minutes as Exhibit II, as well as the amounts included therein as BM&F SA's total net
assets; (5) to approve the Company's Merger and its subsequent capital increase, in the
amount of R$1,010,785,800.00, by means of the issue of 1,010,785,800.00 new common
shares ("New Shares"), pursuant to the Subscription List which is part of these minutes as
Exhibit III. Said List was signed by the BM&F SA legal representative who attended the
Meeting. BM&F SA shareholders shall receive one (1) common Nova Bolsa SA share for
each BM&F SA common share. The Company shares to be allocated to the BM&F SA
shareholders in substitution of BM&F SA shares, which shall be canceled, shall be entitled
to the same rights as those of the Company shares on the date of the Merger, and shall fully
enjoy all the benefits, including payments of dividend and interest on equity to be declared
by the Company. As a result of the Merger, article 5 of the Company's Bylaws shall be
amended and shall take effect with the following wording: "ARTICLE 5. The capital stock
of the company is R$1,010,785,804, fully paid in and divided into 1,010,785,804 common
shares, with no par value.
" In view of the approval of the Merger, it was further clarified
that, as its universal successor, the Company would be entitled to all the BM&F SA assets,
rights and liabilites, including contractual commitments, without interruption, which
included without being limited to: (i) The maintenance of the activities of BM&F SA's
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affiliate companies, which would be carried out by the Company affiliate companies at the
same addresses of as those of the BM&F SA affiliate companies indicated in Exhibit IV,
which were authorized to operate as the Company's affiliate companies; and (ii) the
succession of BM&F SA to the Company, in what it concerns the ownership of all of
BM&F SA's current assets, in compliance with the description contained in Exhibit V to
these minutes. Furthermore, it was clarified that the remaining portion of the book value of
BM&F SA's shareholders' equity to be merged the Company would be allocated as
follows: (a) R$1,175,120,594.30 as capital reserve; (b) R$24,711,088.05 as revaluation
reserve; (c) R$3,452,866.86 as profit reserve; and (d) R$401,446,758.77 as bylaws
reserves, in accordance with BM&F SA's balance sheets on December 31, 2007, duly
adjusted to the accounting effects resulting from BM&F SA's Extraordinary General
Meeting held on February 26, 2008; (6) to approve (i) the succession by the Company of
the option agreements entered into by and between BM&F SA and the beneficiaries of the
BM&F Plan. This Plan was approved at BM&F SA's Extraordinary General Meeting held
on September 20, 2007, and its terms and conditions were ratified at this Meeting under the
same terms and conditions agreed upon with each beneficiary who entered into a Stock
Option Plan agreement with BM&F SA, with a copy of each agreement filed at the
Company's headquarters. Subsequently, the Meeting approved the replacement of all stock
options underlying those agreements with BM&F's beneficiaries, which represented the
potential issue of up to 19,226,391 common shares by the Company, for Nova Bolsa SA's
stock options, under the same terms and conditions as those in the BM&F Plan; and to
approve (ii) the Company's new Stock Option Plan ("Plan"), pursuant to Exhibit VI; and
(7) to authorize the Company managers to take all measures needed for the implementation
and formalization of the Merger, including submission of all documents required by the
Comissão de Valores Mobiliários-CVM (Brazilian Securities and Exchange Commission)
and the Bolsa de Valores de São Paulo SA-BVSP (São Paulo Stock Exchange) for BM&F
SA's deregistration as a publicly-held company. Until the Company's registration with
CVM and listing of its shares on BVSP's Novo Mercado segment are obtained, BM&F SA
shares shall continue to be traded under its current ticker BMEF3.
8. Adjournment: There being no further business to come before the shareholders at this
time, the Extraordinary General Meeting, the proceedings of which were entered into these
summary minutes, which were read, approved and signed by all the attending participants,
was adjourned.
Undersigned: Júlio César de Toledo Piza, Jr., Chairman; Odilson Lirio Moré, Secretary;
and Shareholders: Júlio César de Toledo Piza, Jr., Chairman, and Odilson Lirio Moré.
This English translation is prepared only for the convenience of English language readers
and is not legally binding.