PROTOCOL AND JUSTIFICATION OF THE ACQUISITION OF BANCO DO ESTADO DE SANTA CATARINA S.A. AND OF BESC S.A. CRÉDITO IMOBILIÁRIO BY BANCO DO BRASIL S.A.

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1 PROTOCOL AND JUSTIFICATION OF THE ACQUISITION OF BANCO DO ESTADO DE SANTA CATARINA S.A. AND OF BESC S.A. CRÉDITO IMOBILIÁRIO BY BANCO DO BRASIL S.A. By this private instrument, the parties identified below, BANCO DO BRASIL S.A., a legal entity established under private law, a publicly-held mixed private-state-owned company, with its head office located at Setor Bancário Sul, Quadra 01, bloco G, lote 32, Ed. Sede III, CEP , Brasília DF, enrolled on the National Register of Corporate Taxpayers under number CNPJ/MF / , hereinafter referred to simply as BB, in this act represented by its CEO, Mr. Antônio Francisco de Lima Neto, Brazilian citizen, married, resident and domiciled in Brasília DF, bearer of the individual identification number RG and enrolled on the Individual Taxpayers Register under CPF n.º ; BANCO DO ESTADO DE SANTA CATARINA S.A., a legal entity established under private law, a publicly-held mixed private-state-owned company, with its head office located at Praça XV de Novembro, 329, Centro, CEP , Florianópolis SC, enrolled on the National Register of Corporate Taxpayers under number CNPJ/MF / , hereinafter referred to simply as BESC, in this act represented by its CEO, Mr. Luís Mário Lepka, Brazilian citizen, judicially separated, resident and domiciled in Florianópolis SC, bearer of the individual identification number RG SSP/PR, issued on 3/28/2005, and enrolled on the Individual Taxpayers Register under number CPF ; BESC S.A. CRÉDITO IMOBILIÁRIO, a legal entity established under private law, a publicly-held mixed private-state-owned company, with its head office located at Praça XV de Novembro, 329, Centro, CEP , Florianópolis SC, enrolled on the National Register of Corporate Taxpayers under number CNPJ/MF / , hereinafter referred to simply as BESCRI, in this act represented by its CEO, Mr. Luís Mário Lepka, Brazilian citizen, judicially separated, resident and domiciled in Florianópolis SC, bearer of the individual identification number RG SSP/PR, issued on 3/28/2005, and enrolled on the Individual Taxpayers Register under number CPF , BB, BESC and BESCRI jointly called simply as THE PARTIES, 1

2 WHEREAS: I - II - III - IV - On September 15, 1999, by means of Law 11177, of September 15, 1999, the State Legislature authorized the Executive Branch of the State of Santa Catarina to transfer the controlling interest of BESC to the Federal Government, through the adhesion to the Incentive Program for the Reduction in the Participation of the State Public Sector in the Banking Activity PROES, created by means of Provisional Measure 1514, of August 7, 1996, transformed into Law 9491, of September 9, 1997; On September 30, 1999, the Federal Government, the State of Santa Catarina, BESC, BESCRI, BESCREDI, BESC Leasing, Caixa Econômica Federal, Companhia para o Desenvolvimento do Estado de Santa Catarina-CODESC and the Brazilian Central Bank signed the Agreement for credit facility and conditional purchase and sale of shares, through which it transferred to the earlier the controlling interest of BESC, aiming at its privatization or dissolution; BESC was included in the National Privatization Program (PND) by means of Decree 3655, of November 7, 2000; BESCRI, ensuing the steps taken by BESC, was included in the improvement and restructuring process, by means of the Agreement for credit facility and conditional purchase and sale of shares, entered into September 30, After the capitalization, which occurred on September 27, 2002, in accordance with authorization given at the Extraordinary General Meeting of September 3, 2002 and ratified at the Extraordinary General Meeting of October 14, 2002, BESCRI started to be controlled by the Federal Government; V - BESCRI was included in PND by means of Decree 4446, of October 29, 2002; VI - BESC currently holds the following interests: a) subsidiaries: - BESC FINANCEIRA S.A. Crédito, Financiamento e Investimentos BESCREDI; - BESC S.A. Arrendamento Mercantil BESC Leasing; and - BESC Distribuidora de Títulos e Valores Mobiliários S.A. BESCVAL. 2

3 b) Limited partnerships (Art of the Civil Code): - BESC S.A. Crédito Imobiliário BESCRI; - Santa Catarina Seguros e Previdência; c) Other interests: - Companhia Hidromineral de Piratuba; - Companhia Catarinense de Assessoria e Serviços - CCA VII - VII - The Federal Government and the State of Santa Catarina commenced talks aiming at the solution of BESC s and of BESCRI s situation; The legislation related to PROES allows both the privatization and the dissolution of the companies and as the acquisition is a form of dissolution of companies, the Federal Government, in the capacity of controlling shareholder of BESC and of BESCRI, decided to merge them into an official financial institution, BB, which presented the best conditions for the accomplishment of the operation, mainly for being publicly held and for having its shares traded in significant volume and with high liquidity on the capital market.; IX - The market and the company were informed about of the negotitations between the Federal Government, the State of Santa Catarina, BESC, BESCRI and BB by means of material facts published jointly on April 19 and June 22, 2007, as well as through a press release to the market, published on October 5, 2007; X - XI - On October 5, 2007, BESC, BB and the State of Santa Catarina entered into service agreement 015/2007, through which BESC s capacity as the financial agent of the State of Santa Catarina will be ensured up to the acquisition, after which BB will take over the same capacity formerly ensured to BESC up to the year of 2012 at least; Still on October 5, 2007, the Federal Government, the State of Santa Catarina, BESC, BESCRI, BESCREDI, BESC Leasing, BESCVAL, Banco do Brasil, Caixa Econômica Federal, Companhia para o Desenvolvimento do Estado de Santa Catarina CODESC and the Central Bank of Brazil entered into the fifth addendum to the agreement for credit facility and conditional sale of shares, as a means of enabling the acquisition of BESC and of BESCRI by BB; XII - The Federal Senate, by means of Resolution 40, of December 20, 2007, approved the addendum aforementioned since it results in alterations in the public debt of the 3

4 State of Santa Catarina (debt taken over on account of the federalization of the controlling interest of BESC and of BESCRI); XIII - To make the acquisition viable, the President of the Republic issued Decree 6380, of February 20, 2008, which excluded BESC and BESCRI from PND; XIV - XV - By operation of the acquisition, BB will assume the capacity of universal successor of BESC and of BESCRI, as far as all their assets, rights and obligations are concerned, without any continuity solution. Once approved the acquisition, by the General Meeting of BB, BESC and BESCRI will be lawfully dissolved, and their shareholders will thus become shareholders of BB, with a basis on the substitution ratio established in this protocol and in proportion to their equity interests. RESOLVE to execute the Protocol of Acquisition and Justification, on the grounds of Articles 224, 225, 227 and 264 of Law 6404, of December 15, 1976 ( Law 6404/76 ) and Comissão de Valores Mobiliários-CVM Instruction 319 of December 3, 1999, the terms and conditions of which will guide the acquisition proposal to be forwarded to their respective shareholders, in accordance with the provisions below: 1. JUSTIFICATION 1.1 To BESC and BESCRI, the acquisition is motivated by the possibility of maintaining, through BB, the objectives included in their by-laws, besides other positive aspects, to wit: a) to promote the economic development of the State of Santa Catarina, executing operations and services that favor the creation of wealth, its distribution and circulation, b) to provide financial support to real estate operations relating to development, construction, sale or acquisition of residences, including the possibility of obtaining funds from third parties for investment in their activities, c) to provide the minority shareholders with interest in a company listed at the highest Corporate Governance level, on the New Market (Bovespa s Novo Mercado), the shares of which comprise the BOVESPA Index, and therefore have high liquidity; 1.2 To BB, the acquisition operation of BESC and of BESCRI is justified because it: 4

5 a) enables a new path of growth for BB, as an alternative to the organic growth model, which aims to defend its competitive edge; b) consolidates the leading position of BB in its relations with the public sector, through the attainment of the capacity of financial agent of the State of Santa Catarina; c) enables the obtainment of growth opportunities and economic value through: I. expansion and maximization of profits of the client base, through the adoption of the BB business model and product portfolio; II. expansion of the service network, through the adoption of the BB model, considering the ramifications of the network of BESC; III. enhancement in the cost efficiency and economy of scale based on the operational model of BB; d) strengthens the presence of BB in Santa Catarina and in the south of the Country, leveraging its leadership position and therefore participating in the positive prospects of continuity of expansion of the State s economy. e) preserves and expands development public policies; f) enables BB to be subrogated in all the rights and obligations of BESC and of BESCRI, including those that are restricted to official financial institutions; g) ensures that the public assignments performed by BESC and by BESCRI will be taken over by BB, as it is an official bank, thus maintaining their activities in the capacity of instrument of government action. 2. APPROVALS NECESSARY 2.1 The execution of this protocol is a result of the intention of the Federal Government, in the capacity of controlling shareholder of THE PARTIES, aiming at the acquisition of BESC and of BESCRI by BB. 2.2 On this date, the Boards of Directors of THE PARTIES approved the execution of this instrument and the other documents relating to the operation, draft of which had been presented to them, for subsequent submission to the General Meetings of Shareholders, pursuant to the acquisition proposal presented by the Board of Executive Officers of BB and by the Executive Boards of BESC and of BESCRI. At these meetings, the members of 5

6 the bodies decided to call the shareholders of THE PARTIES to examine the acquisition proposal, as established in Law 6404/76 and in the respective by-laws. 2.3 Also on this date, the Statutory Board of Auditors of THE PARTIES will pronounce themselves over the Acquisition proposal forwarded by the Board of Executive Officers of BB and by the Executive Boards of BESC and of BESCRI, under the terms of item III, Art. 163 of Law 6404/ This acquisition will be, under the terms of the legislation in force, submitted to the competent approvals of the competition defense authorities (Administrative Council of Economic Defense CADE), to the Central Bank of Brazil BACEN, and to the Securities and Exchange Commission CVM. 3. OWNERSHIP STRUCTURE 3.1 BB, a publicly-held limited liability corporation organized in the form of a multiple bank, presents the subscribed and paid-in capital in the amount of R$ 13,211,644, (thirteen billion, two hundred eleven million, six hundred forty-four thousand, one hundred thirty-five reais and eighty-two cents), divided into 2,542,181,530 (two billion, five hundred forty-two thousand, one hundred eighty-one thousand, five hundred thirty) nominative common shares (ON), represented in dematerialized form and with no par value. 3.2 BESC, a publicly-held limited liability corporation organized in the form of a commercial bank, presents the subscribed and paid-in capital in the amount of R$ 1,319,051, (one billion, three hundred nineteen million, fifty-one thousand, one hundred seventy-nine reais, divided into 167,977,568 (one hundred sixty-seven million, nine hundred seventy-seven thousand, five hundred sixty-eight) shares, represented in dematerialized form and with no par value, 29,661,978 (twenty-nine million, six hundred sixty-one thousand, nine hundred seventy-eight) of which are voting nominative common shares (ON), 54,993,588 (fifty-four million, nine hundred ninety-three thousand, five hundred eighty-eight) of which are voting class A preference shares (PNA), and 83,322,002 (eighty-three million, three hundred twenty-two thousand two) of which are nonvoting class B preference shares (PNB). 3.3 BESCRI, a privately-held limited liability corporation, organized with the purpose of providing financial support to real estate operations relating to development, construction, sale or acquisition of residences, presents a subscribed and paid-in capital in the amount of R$ 367,380, (three hundred sixty-seven million, three hundred eighty thousand, 6

7 three hundred forty-seven reais and four centavos), divided into 14,696,132,808 (fourteen billion, six hundred ninety-six million, one hundred thirty-two thousand, eight hundred eight) nominative common shares (ON), with no par value. 4. VALUATION OF SHAREHOLDERS EQUITY AND EQUITY TRANSFER Appraising Companies 4.1 The companies PricewaterhouseCoopers International Services Ltda., enrolled on the National Register of Corporate Taxpayers under number CNPJ/MF / , with its head office at Avenida Francisco Matarazzo 1.400, 1st., 2nd., 6th., 8th., 11th. and 12th. floors, Torre Torino, District of Água Branca, São Paulo - SP and PricewaterhouseCoopers Corporate Finance & Recovery Ltda., enrolled on the National Register of Corporate Taxpayers under number CNPJ/MF / , with its head office at Avenida Francisco Matarazzo 1400, 1st. floor, side of the odd numbers (part), Torre Torino, District of Água Branca, São Paulo - SP were responsible for the economic/financial appraisal report of BB. The companies were contracted via an Electronic Auction, through Call for Bid 2007/34963(8558). 4.2 The company BDO Trevisan Auditores Independentes, enrolled on the National Register of Corporate Taxpayers under number CNPJ/MF / , with its head office at rua Bela Cintra, 952, 3rd. floor front side, suite 3-A, Bairro Bela Vista, São Paulo - SP, was responsible for the economic/financial appraisal reports of BESC and of BESCRI. The company was contracted via an Electronic Auction, through Call for Bid 016/ The company KPMG Auditores Independentes, enrolled on the National Register of Corporate Taxpayers under number CNPJ/MF / , with its head office at rua xxxx, [number], São Paulo SP, was responsible for the equity accounting appraisal report of BESC and of BESCRI, for purposes of equity transfer of BESC and of BESCRI to BB. 4.4 The specialized companies aforementioned shall have their appointments ratified by the general shareholders meetings of THE PARTIES that contracted them, at the time of the resolutions on the acquisitions proposed. 4.5 The specialized companies appointed under the terms of the aforementioned items declared the inexistence of any conflict or sharing of interests, either current or potential, with the shareholders of the appraised companies and with the business itself. 7

8 4.6 The appraisal reports constitute integral and inseparable documents of this instrument, which are filed at the head offices of THE PARTIES at the disposal of the shareholders. Valuation Criteria Valuation by market value (BB) and by the economic/financial value with discounted cash flow (DCF) (BESC/BESCRI) Art. 224 of Law 6404/ For purposes of compliance with Art. 224 of Law 6404/76 share substitution ratios, BB was appraised by the criterion of weighted average price of quotations of its shares on the securities market, and BESC and BESCRI by the criterion of valuation of the economic value determined by the discounted cash flow method. Valuation by the economic/financial value with DCF (BB, BESC AND BESCRI) Art. 264 of Law 6404/ For purposes of compliance with Art. 264 of Law 6404/76, as this case constitutes a acquisition of companies under common control BB, BESC and BESCRI are controlled by the Federal Government - the PARTIES were appraised by the criterion of valuation of economic value determined by the discounted cash flow methodology, as authorized by the Securities and Exchange Commission CVM, through Official Letter/CVM/SEP/GEA-3 547/07, of June 21, The adoption of this second valuation criterion aims to serve as an alternative parameter for the withdrawal value when the share substitution ratio freely chosen by THE PARTIES with a basis on Art. 224 of Law 6404/76, is less advantageous for the minority shareholders of BESC and BESCRI. 4.9 Economic value 1 taken to mean the value of the Company and of its shares, determined by a specialized company, through the use of a recognized methodology or with a basis on another criterion to be defined in the future by CVM. Equity valuation by the book value of BESC and of BESCRI for purposes of equity transfer BACEN Circular 3017, of December 6, 2000 and for purposes of calculation of the equity value of shares Art. 264, 3. and Art. 45of Law 6404/ Equity accounting appraisal reports were prepared for BESC and BESCRI for purposes of equity transfer, of compliance with Brazilian Central Bank Circular 3017, of June 12, 2000, which alters and consolidates the accounting procedures to be complied with in acquisitions, amalgamation and spin-off processes. The same balance sheet used for the appraisal reports is the base of calculation of the equity value of the shares of BESC 1 Last Paragraph of Section II Definitions, of the Listing Regulation of the New Market of BOVESPA. 8

9 and of BESCRI, as alternative of withdrawal value for the minority shareholders of BESC and of BESCRI,. Valuation by the book value of BESC and of BESCRI for purposes of complying with legislation referring to corporate income tax, as well as social contribution on net income Law 9249, of December 12, BESC and BESCRI, which will have all their equities absorbed by BB, due to the acquisition, prepared a specific balance sheet with the purpose of determining the amount of payable income tax as well as of social contribution on net income. Base Dates of the valuations 4.12 For purposes of the establishment of the share substitution ratio Art. 224, I of the BESC shares and of the BESCRI shares by new shares of BB, pursuant to item 4.7, and for the alternative calculation for the withdrawal value Art. 264, 3, pursuant to item 4.8, the date of December 31, 2007 was chosen as base date For purposes of transfer of equities Art. 224, III of BESC and of BESCRI to BB and of calculation of the equity value of shares Art. 264, 3. and Art. 45,. of BESC and of BESCRI, as an alternative of withdrawal value for the minority shareholders of BESC and of BESCRI, the date of June 30, 2008 was chosen as base date For purposes of compliance with legislation referring to corporate income tax, as well as to social contribution on net income, in the manner established in Art. 21 of Law 9249, of December 26,2005, BESC and BESCRI will prepar a specific balance sheet as of base date September 30, Transfer and Equity Variations 4.15 As a result of the acquisitions, the total net assets of BESC and of BESCRI will be transferred in full to BB, with their resulting dissolutions The equity variations of BESC and of BESCRI subsequent to June 30, 2008 will be posted in their respective accounting books and their accounting balances will be reflected in the balance sheet of BB on the effective date of the acquisition, which will not affect the share substitution ratios included in this protocol. 5. RATIO OF SUBSTITUTION OF SHARES OF BESC AND BESCRI BY SHARES OF BB FOR PURPOSES OF THE PROVISIONS IN ART. 224, OF LAW 6404/76 9

10 5.1 In substitution to the rights of the shareholders of BESC and of the shareholders of BESCRI, which will be extinguished as a consequence of the acquisitions, the ON, PNA and PNB shares, representing the capital stock of BESC and the ON shares, representing the capital stock of BESCRI, will be exchanged by new ON shares issued by BB. 5.2 The share substitution ratios, established with a basis on the provisions of item 5.1 aforementioned and determined with a basis on the market value of BB of R$ 73,502.8 millions - appraised, according item 4.7 aforementioned - 2,475,949,269 (two billion, four hundred and seventy-five million, nine hundred and forty-nine thousand, two hundred and sixty-nine) shares ON, which were BB s shareholder base in , multiplied by the amount of R$ per share and the economic values of BESC and BESCRI, according item 6.2, are as follows: - one (1) ON share issued by BB to ON shares of BESC; - one (1) ON share issued by BB to PNA shares of BESC; - one (1) ON share issued by BB to PNB shares of BESC; and - One (1) ON share issued by BB to 1, ON shares of BESCRI. 5.3 Shareholders with ON, PNA and PNB shares of BESC and ON shares of BESCRI will receive, in substitution, ON shares of BB, which will be entitled to the same rights and advantages attributed to the ON shares issued by BB currently in circulation. Preferred Shareholders of BESC 5.4 BB s capacity as a member of the New Market of BOVESPA (BOVESPA s NOVO MERCADO) binds the bank to compliance with certain rules, among others, the provisions in item 3.1 of the New Market Regulation, which prohibits the issuance of preferred shares. 5.5 Thus to adapt to the rules of the New Market, BB transformed all the preferred shares (PN) into nominative common shares (ON), which is why the preferred shareholders of BESC will have their rights modified, once in the share substitution ratio, they will not receive PN shares, but ON shares instead as provided for in item 5.2 aforementioned -, with the right to vote at the General Meetings. 6. VERIFICATION OF THE SHARE SUBSTITUTION RATIO COMPARATIVE CALCULATION FOR PURPOSES OF POSSIBLE EXERCISE OF RIGHT TO WITHDRAWAL BY THE MINORITY SHAREHOLDERS OF BESC AND OF BESCRI, IN COMPLIANCE WITH THE PROVISIONS OF ART. 264 OF LAW N 6404/76 10

11 6.1 As it is a case of a acquisition of companies under common control (BB, BESC and BESCRI are subsidiaries of the Federal Government), which entails the application of Art. 264 of Law 6404/76, as mentioned in item 4.8 above, THE PARTIES were appraised by the criterion of valuation of the economic value determined by the discounted cash flow methodology, as authorized by the Securities and Exchange Commission CVM, through Official Letter/CVM/SEP/GEA-3/ 547/07, of June 21, With a basis on the economic value of the shareholders equity of BB of R$ 110,941,200, (one hundred ten billion, nine hundred forty-one million, two hundred thousand Reais), included in the economic/financial appraisal report of BB, on the economic value of the shareholders equity of BESC of R$ 411,000, (for hundred million Reais), included in the economic/financial appraisal report of BESC and on the economic value of the shareholders equity of BESCRI of R$ 274,000, (two hundred seventy-four million Reais), included in the economic/financial appraisal report of BESCRI, there are the following theoretical ratios of substitution of shares of BESC and BESCRI by shares issued by BB: - one (1) ON share issued by BB to ON shares of BESC; - one (1) ON share issued by BB to PNA shares of BESC; - one (1) ON share issued by BB to PNB shares of BESC; and - one (1) ON share issued by BB to 2, ON shares of BESCRI. 7. REIMBURSEMENT VALUE 7.1 The approval of the acquisition of BESC and of BESCRI by BB entails the possibility of the minority shareholders of the acquired companies exercising their right of withdrawal. The possible withdrawal value alternatives can be found in the table below: Economic value of the Share (December 31, 2007) Equity Value of the Share (June 30,2008) BESC R$ R$ BESCRI R$ R$ As can be verified in an analysis of the table above, the most advantageous reimbursement alternatives for the shareholders of BESC and of BESCRI are the economic values of R$ per share of BESC and R$ per share of BESCRI, determined 11

12 by the discounted cash flow method included in the economic/financial appraisal reports of BESC and of BESCRI. 7.3 To exercise the right of withdrawal, in the manner set forth in Art. 137, II of Law 6404/76, the minority shareholders of BESC and of BESCRI, shall have to expressly manifest their wish to withdraw, in writing, within thirty (30) days as from the date of publication of the minutes of the Extraordinary General Meeting of BB that resolves on the approval of this protocol, whereas the payment of the respective reimbursement will depend on the acquisitions approval, under the terms of Art. 230 of Law 6404/ The right of withdrawal of the shareholders will be limited to the shares these shareholders hold up to the date of communication of the Material Fact on the acquisitions, September 11, 2008, i.e., which are entered in the records of the PARTIES at the end of the day September 11, 2008, and cannot be exercised in relation to shares acquired subsequent to the date aforementioned, as provided for in Art. 137, 1., of Law 6404/ ISSUANCE OF BB SHARES 8.1 The total amount of ON shares to be issued will take into consideration the share substitution ratios, pursuant to item 5.2 above. 8.2 Of the total ON shares to be issued exclusively to be assigned to the shareholders of BESC and of BESCRI, the shareholders of BESC and of BESCRI, in substitution of the shares that they own and that will be extinguished, will be entitled to the following: - 13,844,584 (thirteen million, eight hundred forty-four thousand, five hundred eightyfour) new ON shares issued by BB, to the shareholders of BESC; - 9,229,722 (nine million, two hundred twenty-nine thousand, seven hundred twentytwo) new ON shares issued by BB, to the shareholders of BESCRI. 8.3 The shareholders of BESC and of BESCRI will receive from BB, in domestic currency, the amount corresponding to possible fractions of shares issued by BB that could not be assigned in full, as a result of the substitution ratios, pursuant to item 5.2 above, after the sale of those fractions on the stock exchange, dividing the product of the sale, proportionately by the holders of the fractions, in conformity with 3. of Art. 169, of Law 6404/ CAPITAL INCREASE OF BB 12

13 9.1 The capital of BB, in the amount of R$13,211,644, (thirteen billion, two hundred eleven million, six hundred forty-four thousand, one hundred thirty-five reais and eighty-two cents), will be increased to R$13,649,307, (thirteen billion, six hundred forty-nine million, three hundred seven, two hundred ninety-three reais, sixty-eight cents) whereas this increase, in the amount of R$ 437,663, (four hundred thirty-seven million, six hundred sixty-three thousand, one hundred fifty-seven reais, eighty-six cents), corresponds to the equity values determined in the accounting appraisal reports of BESC and of BESCRI, represented by the issuance of 23,074,306 (twenty three million, seventyfour thousand, three hundred six) ON shares, with no par value, with the rights and advantages included in the By-laws of BB. 10. AMENDMENTS TO THE BY-LAWS OF BB 10.1 The by-laws of BB will be amended to reflect the increase in its capital, as well as the number of shares into which it will be divided, as a result of the acquisition of BESC and of BESCRI, and Art. 7. of the By-laws will henceforth become effective with the following wording: Art. 7. The Share Capital is in the amount of R$ 13,649,307, (thirteen billion, six hundred forty-nine million, three hundred seven thousand, two hundred ninetythree reais and sixty-eight cents), divided into two billion, five hundred sixty-five million, two hundred fifty-five thousand, eight hundred thirty-six (2,542,181,530) common shares represented in dematerialized form and with no par value. 11. SUCCESSION OF RIGHTS AND OBLIGATIONS 11.1 BB, in the capacity of universal successor, will receive all the assets and liabilities of BESC and of BESCRI and will succeed them in rights and obligations, taking over their total assets in full BESC and BESCRI will have their separate legal identities dissoluted pleno iure as a natural consequence of the acquisition. The shareholding interests of BESC in companies controlled by it or not, will become the property of BB. 12. FINAL PROVISIONS 13

14 12.1 The expenditures foreseen to perform the acquisition, related to the corporate and legal acts, are in the amount of approximately R$5,100, (five million, one hundred thousand reais), R$ 4,250, (four million, two hundred fifty thousand reais) of which for BB and R$ 850, (eight hundred fifty thousand reais) of which for BESC and BESCRI. These amounts are earmarked, mainly, for the coverage of expenses with the specialized companies contracted for the rendering of the economic/financial appraisal of THE PARTIES In view of the inexistence of goodwill in the balance sheets of BESC and of BESCRI, no treatment of goodwill or negative goodwill is applicable in this merging process Once the acquisitions are approved by the shareholders of THE PARTIES, it will be incumbent upon the management of BB to submit them to the Central Bank of Brazil, under the terms of Art. 10, item X, section c, of Law 4595/64, and afterwards, to perform the registration, filing and publication of all the corporate acts relating to the operation, under the terms of Art. 227, 3, of Law 6404/ This Protocol and Justification of the Acquisitions and the Appraisal Reports of THE PARTIES, as well as the other documents to be made available in compliance with the applicable legislation and regulations, will be sent to the Securities and Exchange Commission CVM and to the São Paulo Stock Exchange BOVESPA, upon the publication of the Material Fact The documents aforementioned in the foregoing item will be available for examination by the shareholders, at the head offices of THE PARTIES, as from the date of publication of the Call Notice for the Extraordinary General Meetings, and at the website Brasília (DF) and Florianópolis (SC), September 11 th, 2008 BANCO DO BRASIL S.A. Antônio Francisco de Lima Neto CEO 14

15 BANCO DO STATE OF SANTA CATARINA S.A. BESC S.A. CRÉDITO IMOBILIÁRIO BESCRI Luís Mário Lepka CEO Luís Mário Lepka CEO Witnesses Witnesses Hayton Jurema da Rocha CPF: Maria Helena Scalvi CPF:

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