Bylaws



BANCO VOITER S.A.

Corporate Taxpayer Registry (CNPJ/ME) No. 61.024.352/0001-71 
Company's Bylaws were approved at the Extraordinary General Meeting (EGM) of 05.10.2021 and by the Central Bank of Brazil (BACEN) on 07.08.2021

CHAPTER I - NAME, HEADQUARTERS, PURPOSE AND TERM

Article 1. BANCO VOITER S.A. (“Bank” or “Company”) is a private financial institution organized as a corporation governed by the provisions of these Bylaws and the applicable legal provisions, in particular Law No. 6,404, dated December 15, 1976, and its subsequent amendments (“Brazilian Corporate Law”).

Article 2. The headquarters and court for the Bank are located in the city and state of São Paulo and the Board of Directors is responsible for fixing its address.

Sole paragraph. The Bank may open and close subsidiaries, branches, offices, administrative units and representative offices in Brazil and abroad, and change the address by resolution of the Executive Board.

Article 3. The Bank’s corporate purpose is the practice of active, passive and ancillary transactions inherent to the respective authorized Portfolios (Commercial and Investment), as well as Foreign Exchange transactions, in accordance with the legal and regulatory provisions in force.

§ 1. It may also participate in other companies as partner, shareholder, affiliate or controller, in the form of the legal and regulatory provisions applicable to institutions of that type.

§ 2. The Bank may also provide guarantees in favor of third parties, in accordance with the regulations in force.

§ 3. The Bank may engage in purchase and sale transactions in the gold and securities markets.

Article 4. The Bank’s duration is indefinite.

CHAPTER II - SHARE CAPITAL

Article 5. The subscribed and paid-up share capital is BRL 1,310,165,403.24 (one billion, three hundred and ten million, one hundred and sixty-five thousand, four hundred and three Brazilian reais and twenty-four cents), divided into 212,223,927 (two hundred and twelve million, two hundred and twenty-three thousand, nine hundred and twenty-seven) shares, being 204,485,165 (two hundred and four million, four hundred and eighty-five thousand, one hundred and sixty-five) common shares and 7,738,762 (seven million, seven hundred and thirty-eight thousand, seven hundred and sixty-two) preferred shares, all registered and with no par value.

§ 1. Each common share shall be entitled to one vote in the resolutions of the General Shareholders’ Meeting.

§ 2. Each preferred share grants its holder restricted voting rights, exclusively in the following matters:

(a) transformation, incorporation, merger or division of the Company;
(b) evaluation of assets intended for the payment of the Bank’s capital increase;
(c) choice of institution or specialized company to determine the Bank’s Economic Value.

§ 3. The preferred shares issued by the Bank guarantee its holders the following advantages:

(a) priority in the reimbursement of capital in the event of liquidation of the Bank, without premium;
(b) profit sharing distributed equally with common shares.

§ 4. In addition to the preferences and advantages indicated above, the General Shareholders’ Meeting that deliberates the issuance of preferred shares may assign additional preferences and advantages.

§ 5. The Bank may acquire its own shares, with the authorization of the Board of Directors, in order to cancel them, or keep them in treasury for subsequent sale.

Article 6. The Bank is authorized to increase its share capital, regardless of statutory reform, by up to another 50,000,000 (fifty million) common or preferred shares, all nominative, book-entry and with no par value, upon resolution of the Board of Directors, being certain that, after due ratification of the capital increase by the Central Bank of Brazil, this amount will be automatically recomposed. The Board of Directors shall establish the number, price, payment term and other conditions for the issuance of shares within the limit authorized in this article.

§ 1. The Bank's capital increase with the issuance of shares may comprise one or more types or classes of shares, without maintaining a proportion between the shares of each type or class, observing, as far as preferred shares are concerned, the limit provided by law.

§ 2. Within the limit of the authorized capital, the Board of Directors may decide to issue subscription bonuses.

§ 3. Within the limit of the authorized capital and in accordance with the plan approved by the General Shareholders’ Meeting, the Bank may grant stock options to administrators, employees or individuals who provide services thereto, or to administrators, employees or individuals who provide services to companies under its control, excluding the shareholders' preemptive rights in the granting and exercise of purchase options.

§ 4. The Bank is prohibited from issuing debentures or participation certificates.

CHAPTER III - GENERAL SHAREHOLDERS’ MEETING

Article 7. The General Shareholders’ Meeting shall meet, ordinarily, once a year, in the first 4 (four) months following the end of each fiscal year, and extraordinarily, when convened under the terms of Law No. 6,404, dated December 15, 1976, as amended (“Brazilian Corporate Law”) or these Bylaws, or whenever corporate interests so require.

§ 1. The General Shareholders’ Meeting shall be convened by the Board of Directors or, in the cases set forth by law, by shareholders, upon published notice, wherein the first call shall be made at least 15 (fifteen) days in advance, and the second at least 8 (eight) days in advance.

§ 2. The General Shareholders’ Meeting may only deliberate on matters on the agenda, contained in the respective call notice, except for the exceptions set forth in the Brazilian Corporate Law.

§ 3. At the General Shareholders’ Meetings, shareholders must present, at least 72 (seventy-two) hours in advance, in addition to the identity document and/or pertinent corporate acts that prove the legal representation, as the case may be: (i) a power of attorney with notarized signature of the grantor; and/or (ii) regarding shareholders participating in the fungible custody of book-entry shares, the statement containing the respective shareholding, issued by the competent body.

§ 4. The minutes of the Meeting shall be drawn up in the General Shareholders’ Meeting Minutes ledger in a summary form of the facts that occurred and published with omission of signatures.

Article 8. The General Shareholders’ Meeting shall be installed and chaired by the Chairman of the Board of Directors or, in his absence or impediment, installed and chaired by the Vice-Chairman of the Board of Directors. In absences, temporary impediments or vacancy of the position of Vice-Chairman of the Board of Directors, the other members of the Board of Directors shall appoint a substitute among the members of the body to chair the General Shareholders’ Meeting. The Chairman of the General Shareholders’ Meeting shall appoint up to 2 (two) Secretaries.

Article 9. The General Shareholders’ Meeting is responsible for, in addition to the duties set forth by law:

I. elect and remove the members of the Board of Directors and the Fiscal Board, when installed;

II. set the annual overall remuneration of the members of the Board of Directors and the Executive Board, as well as that of the members of the Fiscal Board, if installed;

III. reform the Bylaws;

IV. deliberate on the dissolution, liquidation, merger, division, incorporation of the Bank, or of any company in the Bank;

V. assign bonuses in shares and decide on any grouping and splitting of shares;

VI. approve stock option plans for administrators, employees or individuals that provide services to the Bank or to companies controlled by the Bank;

VII. deliberate, according to a proposal presented by management, on the allocation of profit for the year and the distribution of dividends;

VIII. elect and dismiss the liquidator, as well as the Fiscal Board that will operate during the liquidation period; and

IX. resolve on any matter submitted thereto by the Board of Directors.

CHAPTER IV - ADMINISTRATION BODIES

Section I - Common Provisions for the Administration Bodies

Article 10. The Bank shall be administered by the Board of Directors and the Executive Board.

§ 1. The investiture in the positions will be made by term drawn up in the proper ledger, signed by the incumbent administrator, waiving any management guarantee, after the approval of their names by the Central Bank of Brazil, as well as in compliance with the applicable legal requirements.

§ 2. The administrators shall remain in their positions until their replacements are sworn in, unless otherwise decided by the General Shareholders’ Meeting or the Board of Directors, as the case may be.

§ 3. The positions of Chairman of the Board of Directors and Managing Director or Chief Executive Officer of the Company may not be held by the same person.

Article 11. The General Shareholders’ Meeting will set the overall amount of the administrators’ remuneration.

Article 12. Except for the provisions of these Bylaws, any of the administrative bodies validly meets with the presence of the majority of its respective members and deliberates by the vote of the majority of those present.

Sole paragraph. The prior call of the meeting is only waived as a condition of its validity if all its members are present.

Section II - Board of Directors

Article 13. The Board of Directors shall be composed of at least 4 (four) and no more than 9 (nine) members, elected and removed by the General Shareholders’ Meeting, with a unified term of office of 2 (two) years, considering each year as the period between 2 (two) Annual General Shareholders’ Meetings, and re-election is allowed.

§ 1. At the General Shareholders' Meeting whose purpose is to deliberate on the election of the members of the Board of Directors, the shareholders must initially establish the effective number of members of the Board of Directors to be elected.

§ 2. After the term of office, the members of the Board of Directors will remain in the exercise of their positions until the investiture of the new elected members.

§ 3. Members of the Board of Directors may not have access to information or attend Board of Directors meetings related to matters on which they have or represent a conflicting interest with the interests of the Bank.

§ 4. For the best performance of its functions, the Board of Directors may create committees or working groups with defined objectives, which shall act as auxiliary bodies without deliberative powers, always with the intention of advising the Board of Directors and consisting of persons appointed from members of management and/or other persons directly or indirectly linked to the Bank.

Article 14. The Board of Directors shall have 1 (one) Chairman and 1 (one) Vice-Chairman, elected by a majority of the votes of those present at the General Shareholders’ Meeting that appoints the members of the Board of Directors, subject to the provisions of paragraph 3 in the event of vacancy and in the absences or temporary impediments of the positions of Chairman and Vice-Chairman.

§ 1. The Chairman of the Board of Directors shall be responsible for coordinating the activities of the Board of Directors, systematically monitoring corporate business and coordinating the Company’s strategic planning, in accordance with the guidelines established by the Board of Directors. The Chairman of the Board of Directors shall convene and preside over the meetings of the body and the General Shareholders’ Meetings, except, in the case of the General Shareholders’ Meetings, for the provisions of Article 8 of these Bylaws.

§ 2. In the deliberations of the Board of Directors, the Chairman of the body shall be attributed, in addition to his own vote, the casting vote, in the event of a tie.

§ 3. In the event of vacancy of the position and in the absence or temporary impediment of the Chairman of the Board of Directors, the Vice-Chairmen will assume office. In the absence, temporary impediments or vacancy of the position of Vice-Chairman, the Chairman shall appoint a substitute among the other members. In the event of temporary or permanent removal of any of the other Members, the other members may appoint a replacement to serve on an occasional or permanent basis, subject to the legal provisions and these Bylaws. In the event of vacancy in the positions on the Bank’s Board of Directors in a number of less than 4 (four) members of the Board of Directors, a General Shareholders’ Meeting must be called to proceed with a new election.

Article 15. The Board of Directors shall meet, ordinarily, 4 (four) times a year and, extraordinarily, whenever convened by the Chairman of the Board of Directors or by 2 (two) Members jointly.

§ 1. The calls for the meetings will be made by written communication or by electronic correspondence (e-mail) sent to each member of the Board of Directors at least 5 (five) business days in advance, unless the majority of its members in office set a shorter term. Extraordinarily and in cases of urgency, the Chairman of the Board of Directors may convene a meeting of the Board of Directors, as established in this Paragraph 1, with a period of 24 (twenty-four) hours in advance. Deliberations at Board of Directors’ meetings shall be limited to the matters set forth in the communication sent to the members of the Board, which shall include the place, date and time of the meeting, as well as a summary of the agenda.

§ 2. All the resolutions of the Board of Directors shall appear in minutes drawn up in the respective ledger of Minutes for Meetings of the Board of Directors.

Article 16. In addition to other duties assigned thereto by law or by the Bylaws, it is incumbent upon the Board of Directors:

I. to establish the general orientation of the Bank’s business;

II. to elect and remove the Directors, as well as determine their duties;

III. approval of the Administrator Remuneration Policy, as well as its supervision, planning, operation, control and review;

IV. to supervise the management of the Directors; examine the Bank’s books and papers at any time; request information on agreements signed or about to be signed and any other acts;

V. to choose and remove the independent auditors, as well as call them to provide the clarifications they deem necessary on any matter;

VI. to assess the Management Report, the accounts of the Executive Board and the financial statements of the Bank and deliberate on their submission to the General Shareholders’ Meeting;

VII. to approve and review the capital budget and business plan, as well as to formulate a proposal for a capital budget to be submitted to the General Shareholders’ Meeting for the purpose of withholding profits;

VIII. to decide on the convocation of the General Shareholders’ Meeting, when it deems appropriate or in the case of Article 132 of the Brazilian Corporate Law;

IX. to submit to the Annual General Shareholders’ Meeting a proposal for the allocation of net income for the year, as well as examine and deliberate on half-yearly balance sheets, or on balance sheets drawn up for shorter periods, and the payment of dividends or interest on equity arising from those balance sheets, as well as to deliberate on the payment of interim or mid-term dividends to the account of retained earnings or profit reserves, existing in the last annual or half-yearly balance sheet;

X. to submit to the General Shareholders’ Meeting a proposal to reform the Bylaws;

XI. to submit to the General Shareholders’ Meeting a proposal for the dissolution, merger, division and incorporation of the Bank and the incorporation, by the Bank, of other companies, as well as to authorize the constitution, dissolution or liquidation of subsidiaries, in Brazil or abroad;

XII. to express in advance any matter to be submitted to the General Shareholders’ Meeting;

XIII. to authorize the issuance of shares of the Bank, within the limits authorized in Article 6 of these Bylaws, setting the price, the term of payment and the conditions for issuance of the shares, and may also exclude the preemptive rights or reduce the period for their exercise in the issuance of shares and subscription bonuses, in accordance with the terms established by law;

XIV. to deliberate on the issuance of subscription bonuses, as provided for in § 2 of Article 6 of these Bylaws;

XV. to grant, after approval by the General Shareholders’ Meeting, stock options to administrators, employees or individuals who provide services to the Bank or companies controlled by the Bank, without the right of preference to shareholders, pursuant to plans approved at the General Shareholders’ Meeting;

XVI. to deliberate on the negotiation with shares issued by the Bank for the purpose of cancellation or permanence in treasury and respective sale, in the light of the relevant legal provisions;

XVII. to authorize the issuance or contracting of any credit instruments to raise funds that do not occur in the regular course of business or that affect the Bank's capital structure;

XVIII. establish the value of the profit sharing for the directors and employees of the Bank and of companies controlled by the Bank, being able to decide not to attribute participation to them;

XIX. to decide on the payment or credit of interest on equity to shareholders, in accordance with applicable law;

XX. authorize the direct acquisition or sale of investments in strategic equity interests for the Bank, understood to be those that require prior approval by the Central Bank of Brazil;

XXI. to establish the purview of authority for the acquisition or sale of assets of the Bank's permanent and current assets;

XXII. to authorize the creation of real liens that entail a 20% (twenty percent) or more encumbrance on the Bank's assets;

XXIII. to grant, in special cases, specific authorization for certain documents to be signed by only one Director, of which minutes will be drawn up in the proper ledger;

XXIV. to approve the hiring of the institution that provides share bookkeeping services;

XXV. to deliberate on any matter submitted to it by the Executive Board, as well as to convene the members of the Executive Board for joint meetings, whenever it deems appropriate;

XXVI. to establish Committees and establish their respective rules and competences;

XXVII. to ensure, in compliance with the rules of these Bylaws and the current legislation, the order of its works and adopt or enact regulatory standards for its operation.

Section III - Executive Board

Article 17. The Executive Board, whose members will be elected and removed at any time by the Board of Directors, shall be composed of a minimum of 3 (three) and a maximum of 13 (thirteen) Directors, residents in the country, whether shareholders or not. The Directors shall have the following designations: 1 (one) Managing Director and up to 12 (twelve) Executive Directors with no specific designation. The Directors shall have a unified term of office of 2 (two) years, considering the year between the first Meetings of the Board of Directors that take place after the Ordinary General Shareholders’ Meetings held in each fiscal year, and re-election is allowed.

§ 1. The position of Managing Director is mandatory.

§ 2. The election of the Executive Board will take place up to 5 (five) working days after the date of the Ordinary General Shareholders’ Meeting. The term of office of the Directors shall extend until those who are elected are sworn in. In the event of vacancy of the positions of the Bank's Executive Board in a number less than 3 (three) Directors, the Board of Directors shall meet within a maximum period of 10 (ten) days from notification of such fact to appoint new Directors.

§ 3. During impediments and temporary absences of the Managing Director, he shall be replaced by an Executive Director freely chosen by the Executive Board who will exercise, cumulatively, his original duties and those of the Managing Director, for the duration of such impediment or absence.

§ 4. It is incumbent upon:

I. the Managing Director: (i) to convene and chair the Bank's meetings; (ii) to represent or designate a representative of the Bank before authorities in the financial system and with trade associations; (iii) to structure the company’s services; (iii) to manage banking operations; (iv) to establish internal and operational standards; (v) to supervise the performance of the Executive Board, as well as all Bank operations; and (vi) to receive an initial citation.

II. the Executive Directors: (i) to structure the services of the company; (ii) to manage banking operations; (iii) to establish internal and operational standards; (iv) to supervise the performance of the Executive Board, as well as all operations of the Bank; (v) to receive initial citations; and (vi) to administer and supervise the areas conferred thereto by the Managing Director.

Article 18. The Executive Board has the powers to perform the acts necessary for the regular operation of the Bank and the achievement of the corporate purpose, however special they may be, including to waive rights, compromise and agree, subject to the relevant legal or statutory provisions, and administer and manage the Bank’s business, especially:

I. to comply with and enforce these Bylaws and the resolutions of the Board of Directors and the General Shareholders’ Meeting;

II. to prepare, every six months, the Management Report, the Executive Board accounts and the Bank’s financial statements accompanied by the independent auditors’ report, as well as the proposal for the allocation of the profits determined in the previous semester or fiscal year, for the Board of Directors and the General Shareholders’ Meeting’s consideration;

III. to propose to the Board of Directors the capital budget and the business plan; and

IV. to deliberate on the opening and closing of branches, offices, administrative units and representative offices, anywhere in Brazil or abroad.

Article 19. Executive Board meetings are valid with the presence of at least the majority of its members and deliberates by majority, and in the case of an impasse, the Managing Director will have the casting vote.

Article 20. The Executive Board shall meet whenever convened (i) by the Managing Director or (ii) by any other 2 (two) Executive Directors.

Article 21. The calls for the meetings will be made by written communication or electronic correspondence (e-mail) sent to the Directors at least 2 (two) working days in advance, which must include the agenda, date, time and place of the meeting. Extraordinarily and in cases of urgency, the Board of Directors may be convened to hold meetings 2 (two) hours in advance.

Article 22. All resolutions of the Executive Board shall appear in minutes drawn up in the respective minutes ledger of the Board of Executive Officers' Meetings and signed by the Directors present.

Article 23. The Bank is only obliged by (i) the joint signatures of two Directors; (ii) the signatures of one Director and one attorney-in-fact appointed in accordance with § 1 below; (iii) the signatures of two attorneys-in-fact appointed in accordance with § 1 below.

§ 1. All powers of attorney will be granted by two Directors jointly, by means of a power of attorney with specific powers and a fixed term, except in cases of ad judicia powers of attorney, in which case the term of office may be for an indefinite term, by means of a public or private instrument. Any of the Directors or attorneys-in-fact, individually, may represent, actively or passively, the Bank in court.

§ 2. The Directors are prohibited from obligating the Bank in business outside the corporate purpose of the Bank's interest; obligating the Bank in financing, sureties, endorsements or guarantees in favor or unrelated to the Bank's business; as well as receiving any direct or indirect personal advantage from third parties due to the exercise of the position.

CHAPTER V - OMBUDSMAN’S OFFICE

Article 24. The Bank shall have an Ombudsman's Office that shall act on behalf of all Institutions that are members of the same Economic Group of Banco Voiter S.A., authorized to operate by the Central Bank of Brazil, composed of 1 (one) Ombudsman, designated and removed by the Executive Board, with a term of 1 (one) year.

§ 1. The designated ombudsman must be proficient in issues related to ethics, consumer rights and defense and conflict mediation.

§ 2. The Executive Board may remove the Ombudsman upon noncompliance with the duties set forth in Articles 25 and 26.

Article 25. The Ombudsman's Office, which operates permanently, will be responsible for ensuring strict compliance with legal and regulatory standards regarding consumer rights and acting as a communication channel between the Institutions provided for in Article 24 and the customers and users of its products and services, including conflict mediation.

Article 26. The Ombudsman’s Office shall have the following duties:

I. receive, register, instruct, analyze and provide formal and appropriate handling to complaints from customers and users of products and services of the Institutions provided for in Article 24, which are not resolved by the usual service provided by their agencies and any other service points;

II. provide the necessary clarifications and inform the complainants about the progress of their demands and the measures adopted;

III. inform the claimants of the deadline for final reply, which may not exceed 10 (ten) business days;

IV. forward a conclusive response to the claimants’ demand by the deadline informed in item III;

V. keep the Board of Directors informed about the problems and deficiencies detected during the fulfillment of its duties and about the result of the measures adopted by the institution’s management to resolve them. It must also inform the institution’s Board of Directors about the Ombudsman’s activities;

VI. prepare and forward to the internal audit and the Board of Directors a quantitative and qualitative report every six months on the activities conducted by the Ombudsman in fulfilling its duties.

Article 27. The Ombudsman’s Office will be given the appropriate conditions for its operation, as well as for its performance to be guided by transparency, independence, impartiality and exemption.

Article 28. The Ombudsman’s Office will have access to the information necessary for the preparation of adequate response to the complaints received, with full administrative support, and may request information and documents for the exercise of its activities.

CHAPTER VI - FISCAL BOARD

Article 29. The Fiscal Board shall operate on a non-permanent basis, with the powers and duties conferred upon it by law, and will only be installed by resolution of the General Shareholders’ Meeting or at the request of the shareholders, in the cases provided by law.

Article 30. When installed, the Fiscal Board shall be composed of at least 3 (three) and at most 5 (five) permanent and alternate members in equal numbers, whether shareholders or not, elected and removed at any time by the General Shareholders’ Meeting.

§ 1. The members of the Fiscal Board shall have a unified term of office of 1 (one) year and may be re-elected.

§ 2. The members of the Fiscal Board shall, at their first meeting, elect its Chairman.

§ 3. The investiture in the positions will be made by term drawn up in the proper ledger, signed by the incumbent member, waiving any management guarantee, after the approval of their names by the Central Bank of Brazil, as well as in compliance with the applicable legal requirements.

§ 4. The members of the Fiscal Board shall be replaced, in their absences and impediments, by the respective alternate.

§ 5. In the event of vacancy in the position of member of the Fiscal Board, the respective alternate will take his place; if there is no alternate, the General Shareholders’ Meeting will be called to proceed with the election of a member for the vacant position.

Article 31. When installed, the Fiscal Board shall meet, in accordance with the law, whenever necessary and shall review the financial statements on at least a quarterly basis.

§ 1. Regardless of any formalities, the meeting attended by all members of the Fiscal Board will be considered regularly convened.

§ 2. The Fiscal Board shall express itself by an absolute majority of votes, with a majority of its members present.

§ 3. All the resolutions of the Fiscal Board shall be contained in minutes drawn up in the respective ledger of Minutes and Opinions of the Fiscal Board and signed by the Members present.

Article 32. The remuneration of the members of the Fiscal Board shall be set by the General Shareholders’ Meeting that elects them, pursuant to § 3 of Article 162 of the Brazilian Corporate Law.

CHAPTER VII - PROFIT DISTRIBUTION

Article 33. The fiscal year begins on January 1 and ends on December 31 of each year.

Sole paragraph. At the end of each half-year period, on June 30 and December 31 of each year, the Executive Board will prepare the Bank's financial statements, in compliance with the relevant legal precepts.

Article 34. Together with the financial statements for the year, the Board of Directors will approve the allocation of the net income for the year “ad referendum” of the Annual General Shareholders’ Meeting, calculated after deducting the interests referred to in Article 190 of the Brazilian Corporate Law, as provided in Paragraph 1 of this Article, adjusted for the purpose of calculating dividends under the terms of Article 202 of the same law, subject to the following order of deduction:

(a) 5% (five percent) will be applied, before any other destination, to the constitution of the legal reserve, which will not exceed 20% (twenty percent) of the share capital. In the year in which the balance of the legal reserve plus the amounts of capital reserves referred to in paragraph 1 of Article 182 of the Brazilian Corporate Law exceeds 30% (thirty percent) of the share capital, the allocation of part of the net income for the year to the legal reserve will not be required;

(b) a portion, as proposed by the management bodies, may be allocated to the formation of a reserve for contingencies and reversal of the same reserves formed in previous years, pursuant to Article 195 of the Brazilian Corporate Law;

(c) a portion intended for the payment of a mandatory dividend not less than, in each fiscal year, 25% (twenty-five percent) of the adjusted annual net income, as provided for in Article 202 of the Brazilian Corporate Law;

(d) in the year in which the amount of the mandatory dividend, calculated in accordance with item (c) above, exceeds the allocated portion of the profit for the year, the General Shareholders’ Meeting may, at the proposal of the management bodies, allocate the excess to the constitution of the profit reserve to be conducted, subject to the provisions of Article 197 of the Brazilian Corporate Law; and

(e) the balance of the net profit for the year, verified after the aforementioned deductions, will be allocated as proposed by the Board of Directors “ad referendum” of the General Shareholders’ Meeting, including the formation of the reserves referred to in Article 35 below, under the terms of Article 194 of the Brazilian Corporate Law;

§ 1. The Administrators will perceive profit sharing in line with the legal limits. It will be up to the Board of Directors to regulate the apportionment of sharing for the members of said Board and the Executive Board;

§ 2. The distribution of profit sharing in favor of the members of the Board of Directors and of the Executive Board may only occur in the years in which the payment of the minimum mandatory dividend provided for in these Bylaws is assured to shareholders.

Article 35. At the proposal of the Board of Directors “ad referendum” of the General Shareholders’ Meeting, the formation of the following reserves may be determined: Working Capital Reinforcement Reserve and Dividend Equalization Reserve.

§ 1. The Dividend Equalization Reserve will be limited to 40% (forty percent) of the share capital and will have the purpose of guaranteeing resources for the payment of dividends, including in the form of interest on own capital, or its anticipations, in order to maintain the flow of remuneration to shareholders, being formed with resources:

(a) equivalent to up to 50% (fifty percent) of net income for the year, adjusted in the form of Article 202 of the Brazilian Corporate Law;

(b) equivalent to up to 100% (one hundred percent) of the realized portion of Revaluation Reserves, posted to accumulated profits;

(c) equivalent to up to 100% (one hundred percent) of the amount of adjustments from previous years, posted to accumulated profits;

(d) arising from the credit corresponding to the advance of dividends.

§ 2. The Working Capital Reinforcement Reserve will be limited to 30% (thirty percent) of the share capital value and will have the purpose of guaranteeing financial means for the operation of the company, being formed with resources equivalent to up to 20% (twenty percent) of the net profit for the year, adjusted as per Article 202 of the Brazilian Corporate Law.

Article 36. The Bank shall prepare semi-annual balance sheets, and may also prepare balance sheets in shorter periods, and declare, by resolution of the Board of Directors:

(a) the payment of dividends or interest on equity, to the profit account determined in the half-yearly balance sheet, charged to the mandatory dividend amount, if any;

(b) the distribution of dividends in periods of less than 6 (six) months, or interest on equity, charged to the mandatory dividend amount, if any, provided that the total dividends paid in each half of the fiscal year does not exceed the amount of capital reserves; and

(c) the payment of interim dividends or interest on equity, to the account of retained earnings or profit reserve existing in the last annual or half-yearly balance sheet, charged to the mandatory dividend amount, if any.

Article 37. The General Shareholders’ Meeting may deliberate on the capitalization of profit or capital reserves, including those established in interim balance sheets, pursuant to applicable legislation.

Article 38. Dividends not received or claimed will expire within 3 (three) years, counting from the date they were made available to the shareholder, and will revert to the Bank.

CHAPTER VIII - BANK LIQUIDATION

Article 39. The Bank will undergo liquidation in the cases determined by law, and the General Shareholders’ Meeting must elect the liquidator or liquidators, as well as the Fiscal Board that will operate during that period, in compliance with legal formalities.

CHAPTER IX - FINAL AND TRANSITIONAL PROVISIONS

Article 40. Omissions in these Bylaws will be resolved by the General Shareholders’ Meeting and regulated in accordance with the provisions of the Brazilian Corporate Law.

Article 41. The shareholders’ agreements on the purchase and sale of shares, preference to acquire them, exercise of voting rights or controlling power, to obligate the Bank, must be previously approved by the Central Bank of Brazil and filed at its headquarters, wherein the Bank has the right to request clarification from shareholders for faithful compliance with its obligations. The registration of share transfers and the vote count issued at the General Shareholders’ Meeting or at a meeting of the Board of Directors, contrary to the terms of such agreements, are prohibited.