Material Fact Minutes of the Special Meeting #294, of April 28, 2014, of Bradespar S.A.'s Board of Directors CNPJ (Corporate Taxpayer' ID) # 03.847.461/0001-92 NIRE (Companies' Registration Number) # 35.300.178.360


The members of the Company's Board of Directors were called together on the 28th day of the month of April, 2014, at 9 a.m., at the corporate headquarters, at Avenida Paulista, 1.450, 9o andar, Cerqueira César, São Paulo, SP, under the chairmanship of Mr. Lázaro de Mello Brandão. Mr. Carlos Alberto Rodrigues Guilherme held the function of Secretary.
During the meeting, the Board Members approved the Board of Executive Officers' proposal, registered during the Meeting of February 28, 2014, for the payment to the Company's shareholders of the First Installment of the Minimum Annual Remuneration, in the amount of US$125,000,000.00, corresponding to the amount of R$279,062,500.00, considering the dollar selling price (Ptax-Option 5), disclosed by the Brazilian Central Bank on 4.25.2014, business day prior to the Board of Directors' meeting, whose payment will be made on May 15, 2014, benefiting shareholders registered in the Company's records on this date (4.28.2014), being:
a) R$123,000,000.00 as interest on shareholders' equity, being R$0.330422717 per common share and R$0.363464990 per preferred share. The payment will be made by the net amount of R$0.280859309 and R$0.308945242, respectively, already net of Withholding Income Tax of 15% (fifteen percent), except for corporate shareholders that are exempt from the referred tax and shall receive for the declared amount;
b) R$156,062,500.00 as dividends, being R$0.419240612 per common share and R$0.461164674 per preferred share, not being subject to Withholding Income Tax, pursuant to Article 10 of Law #9,249/95;
The interest and the dividends related to the shares in the custody of BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros (Securities, Commodities and Future Exchange) will be paid to the referred BM&FBOVESPA, which will transfer them to the shareholders through the Depository Agents.
From April 29, 2014 on, shares will be negotiated ex-dividends/interest on shareholders' equity.
The interest and dividends approved will be computed in the calculation of mandatory dividends of the fiscal year, as provided in the Bylaws.
Following, the Chairman stated that:
I. the Board of Executive Officers was authorized to take all the necessary steps in order to credit the respective interest and dividends in an individualized manner, as from this date, to the share account of the Company's shareholders;
II. the payments will be made according to the following criteria:
a) credit in the current account informed by the shareholder;
b) the shareholders who do not inform their banking data or do not hold a current account in a Financial Institution must go to a Bradesco Branch on their preference having their identification document and the "Notice For Receipt of Earnings from Book-Entry Shares", to be sent by mail to those which have the address updated in the Company's records; and
c) for shareholders whose current accounts are inactive, the interest and dividends amounts will be held available in the Company, the same being valid for those shareholders whose CPF (Individual Taxpayers' ID) or CNPJ (Corporate Taxpayer's ID) numbers are not updated in the records, until the legal requirement is fulfilled.
There being no further business to be discussed, the meeting was adjourned and these Minutes were drawn up, that the Board Members sign. ss) Lázaro de Mello Brandão, Antônio Bornia, Mário da Silveira Teixeira Júnior, João Aguiar Alvarez, Denise Aguiar Alvarez, Luiz Carlos Trabuco Cappi, Carlos Alberto Rodrigues Guilherme and Milton Matsumoto.

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