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Bradespar SA : Call Notice

03/26/2013 | 08:03am US/Eastern
Bradespar S.A. CNPJ (Corporate Taxpayer's ID) 03.847.461/0001-92 NIRE (Corporate Registry ID) 35.300.178.360 Publicly-Held Company Special and Annual Shareholders' Meetings Call Notice

We invite the shareholders of this Company to meet at the Special and Annual Shareholders' Meetings, to be held cumulatively on April 29, 2013, at 4 p.m., at the Company's headquarters, at Avenida Paulista, 1.450, 9o andar, Cerqueira César, São Paulo, SP, in order to:

Special Shareholders' Meeting

- examine the Board of Directors' proposals to:
I. increase the Capital Stock by the amount of R$200,000,000.00, increasing it from R$3,900,000,000.00 to R$4,100,000,000.00, by capitalizing the balances of the "Profit Reserves - Legal Reserve", without issuing shares, according to Paragraph 1 of Article 169 of Law # 6,404/76; and

II. partially amend the Bylaws, as follows:

a) in the "caput" of Article 6, because of the previous item;
b) in the "caput" of Articles 9 and 13, improving their wording, regarding the extension of the term of office of the members of the Board of Directors and Board of Executive Officers, until the investiture of new elected Administrators on the following year.

Annual Shareholders' Meeting

I. to acknowledge the Management Report, the Fiscal Council's Opinion and the Independent Auditor's Report and examine, discuss and vote on the Financial Statements related to the fiscal year ended December 31, 2012;
II. to resolve on the Board of Directors' proposal for the allocation of the net income of 2012
and ratification of the distribution of interest on shareholders' equity paid;
III. to elect the Board of Directors' members, being mandatory, pursuant to CVM Rules #165, of December 11, 1991, and #282, of June 26, 1998, a minimum percentage of a 5% (five percent) of the voting capital for shareholders to require the adoption of the multiple vote process;
IV. to elect the Fiscal Council's members, pursuant to Article 161 of Law # 6,404/76 and
establish its respective compensation; and
V. to resolve on the Board of Directors' proposals for the Management compensation and the amount to support the Management's Pension Plans.

Participation in the Meetings: pursuant to Article 126 of Law # 6,404 of December 15, 1976, and later amendments, in order to attend and resolve on the Shareholders' Meetings, shareholders shall observe that:

in addition to their identification document, they shall also provide a certificate of ownership

of the Company's shares issued by the custodian financial institution;

for the holder of book-entry shares held in custody at Bradesco, the presentation of said certificate is waived;

Bradespar S.A. Corporate Taxpayer's ID (CNPJ) 03.847.461/0001-92 Corporate Registry ID (NIRE) 35.300.178.360 Publicly-Held Company Special and Annual Shareholders' Meetings Call Notice .2.

in the event of impossibility to attend the Shareholders' Meetings, shareholders may also be represented by an attorney-in-fact appointed not more than one year before the date of the meeting, provided that he is a shareholder, officer of the Company, lawyer or financial institution, being incumbent upon the investment fund manager to represent its condominium members;

before being forwarded to the Company, the powers of attorney drawn up in foreign language shall be translated into Portuguese and their translation shall be registered at the Registry of Deeds and Documents;

in order to speed up the process and facilitate the works in the Shareholders' Meetings, the certificate of ownership of the shares, the term of office instrument and the eventual vote statement may, at the shareholders' discretion, be sent to the Company's headquarters, preferably, within 2 (two) business days before the date of the Shareholders' Meetings, or at Banco Bradesco S.A. - the Company's Depositary Financial Institution - Secretaria Geral -

Área Societária - Cidade de Deus - 4o andar do Prédio Vermelho - Vila Yara - Osasco, SP - CEP 06029-900. A copy of the documentation may also be sent by email to and, alternatively, by fax (55 11) 3684-4630 or (55 11) 3683-
Further information for the exercise of your voting right, the shareholders may consult the Manual for Participation in the Special and Annual Shareholders' Meeting, as of 4.29.2013 available on the website - Communication - Material Facts, and on BM&FBOVESPA and CVM websites.

Documents Made Available to Shareholders: this Call Notice and the Proposals of the Board of Directors and of the Parent Companies, as well as other information required by the current legislation, are available to shareholders, at the Company's Headquarters, Avenida Paulista,

1.450, 9 o andar, Cerqueira César, São Paulo, SP - CEP 01310-917; at the Banco Bradesco S.A.'s Shares and Custody Department, the Company's Depositary Financial Institution, Cidade de Deus, Prédio Amarelo, Vila Yara, Osasco, SP - CEP 06029-900, also available on the website - Communication - Material Facts, being also available at BM&FBovespa
and CVM websites.
More clarifications deemed necessary may be obtained via the e-mail , on the website - - Investors - Talk to Us.

São Paulo, SP, March 25, 2013
Lázaro de Mello Brandão

Chairman of the Board of Directors

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