BANCO CRUZEIRO DO SUL S.A. PUBLICLY-HELD COMPANY CORPORATE TAXPAYER S ID (CNPJ): / COMPANY REGISTRY (NIRE):

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1 BANCO CRUZEIRO DO SUL S.A. PUBLICLY-HELD COMPANY CORPORATE TAXPAYER S ID (CNPJ): / COMPANY REGISTRY (NIRE): MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON APRIL 30, 2012 DATE AND TIME: April 30, 2012, at 4:00 p.m. VENUE: At the headquarters of Banco Cruzeiro do Sul S/A ( Company ), at Rua Funchal nº 418 7º, 8º e 9º andares, Vila Olímpia, in the city and state of São Paulo. CALL NOTICE AND ATTENDANCE: All members of the Board of Directors were duly called, and the majority of the members attended the meeting, namely: Luis Octavio Azeredo Lopes Indio da Costa, Fabio Rocha do Amaral, Horácio Martinho Lima, Progreso Vaño Puerto and Flavio Nunes Ferreira Rietmann. PRESIDING BOARD: Chairman: Luis Octavio Azeredo Lopes Indio da Costa Secretary: Horácio Martinho Lima. AGENDA: To examine, discuss and resolve on the following matters: 1. to reelect the Audit Committee members, with office term of one (01) year; 2. to allocate the overall annual compensation of the Audit Committee members; 3. to elect the members of the Compensation Committee with office term of two (2) years, in compliance with CMN Rule no. 3921/10; 4. Approve the Compensation Committee Internal Regulations. RESOLUTIONS: The Board of Directors meeting was chaired by Mr. Luis Octavio Azeredo Lopes Indio da Costa, who appointed Mr. Horácio Martinho Lima to serve as secretary of the meeting. The meeting was installed and, after analyzing and discussing the matters on the Agenda,

2 The Board members unanimously resolved: 1. To reelect the Audit Committee members, with office term of one (01) year; (i) Gilberto Braga, Brazilian, married, economist, holder of identification card (RG/IFP/RJ) no IFP/RJ, inscribed in the roll of individual taxpayer s (CPF/MF) under no , resident and domiciled at Rua Frei Jacinto Infantino, nº. 125, casa 02, Barra da Tijuca, CEP: , in the city and state of Rio de Janeiro; (ii) Miguel Vargas Franco Netto, Brazilian, married, economist, holder of identification card no (CORECON), inscribed in the roll of individual taxpayer s (CPF/MF) under no , resident and domiciled at Avenida Alda Garrido, nº. 555, casa 02, Barra da Tijuca, CEP: , in the city and state of Rio de Janeiro; and (iii) Paulo Roberto Barral, Brazilian, married, accountant, holder of identification card no /0-3 (CRC/RJ), inscribed in the roll of individual taxpayer s (CPF/MF) under no , resident and domiciled at Rua General Bandeira de Melo, nº. 09, Jardim Guanabara, Ilha do Governador, CEP ; in the city and state of Rio de Janeiro; being (i) the Coordinator of the Audit Committee. The members of the Audit Committee herein elected declared that they have not been convicted of any crime that impede them from carrying out commercial activities, and they fully acknowledge the provisions in article 147 of Law 6,404/76 and that meet all requirements provided for in CMN Rule 3198/04 and 3041/02 and in the Company s Bylaws.. 2. The distribution of the overall annual compensation of the Audit Committee in the amount of seven hundred and twenty thousand reais (R$720,000.00) was approved in the Minutes of Annual and Extraordinary Shareholders' Meeting, held on April 30, 2010 as follows: Each member shall receive on a monthly basis the amount of twenty thousand reais (R$ 20,000.00) 3. To elect the Compensation Committee with office term of two (2) years, in compliance with CMN Rule no. 3921/10: (i) Horácio Martinho Lima, Brazilian, married, mechanical engineer, holder of identification card no (IFP/RJ), inscribed in the roll of individual taxpayer s (CPF/MF) under no , with office at Presidente Wilson n.º 231, 24º andar, Centro, Rio de Janeiro/RJ; (ii) Maria Luisa Garcia de Mendonça, Brazilian, married, economist, holder of identification card no

3 (CORECON/RJ), inscribed in the roll of individual taxpayer s (CPF/MF) under no , with offices at Avenida Presidente Wilson n.º 231, 24º andar, Centro, Rio de Janeiro/RJ; and (iii) Ana Cláudia de Almeida Figueiredo, Brazilian, married, psychologist, holder of identification card no (IFP/RJ), inscribed in the roll of individual taxpayer s (CPF/MF) under no , with offices at Avenida Presidente Wilson n.º 231, 24º andar, Centro, Rio de Janeiro/RJ; being (i) the Compensation Committee Coordinator. The members of the Audit Committee herein elected declared that they have not been convicted of any crime that impede them from carrying out commercial activities, and they fully acknowledge the provisions in article 147 of Law 6404/76 and that meet all requirements provided for in CMN Rule 3921;2012 and in the Company s Bylaws. 4. Approve the Compensation Committee s Internal Regulations, which are part of Exhibit I of these Minutes. CLOSURE: There being no further business to address, these minutes were drawn up, read, approved and signed by all attending members. SIGNATURES: Luis Octavio Azeredo Lopes Indio da Costa Chairman; Horácio Martinho Lima Secretary; Members of the Board of Directors: Luis Octavio Azeredo Lopes Indio da Costa, Fabio Rocha do Amaral, Horácio Martinho Lima, Progreso Vañó Puerto and Flavio Nunes Ferreira Rietmann. This is a free English translation of the original minutes drawn up in the Company s Board of Directors Meeting Minutes book. São Paulo, April 30, Horácio Martinho Lima Secretary 3

4 Exhibit I COMPENSATION COMMITTEE INTERNAL REGULATIONS CHARPTER I - MISSION The Compensation Committee ( Committee ), a permanent statutory body, will act on behalf of all Institutions of the Cruzeiro do Sul Conglomerate, as the leading company of the conglomerate, to comply with the attributions and responsibilities, pursuant to the applicable legislation. This Committee s objective is to assist the Board of Directors in the observance of the compensation policy for the Company s Management, proposing various forms of fixed and variable compensation, as well as benefits and special recruitment and resignation programs, and its compliance; CHAPTER II SUBORDINATION The Committee will report to the Board of Directors. CHAPTER III - COMPOSITION The Compensation Committee will be composed of at least three (3) members with an office term of two (02) years, appointed and removed by the Board of Directors, in the first meeting after the Annual Shareholders' Meeting. One of the members must not be a Company executive officer. One of the Committee s members will serve as Coordinator. Members of the Compensation Committee will not be entitled to compensation if they are also a member of the Board of Directors or an employee of the Company or of the Cruzeiro do Sul Conglomerate. If said members are not employees, their compensation will be established by the Board of Directors. The members of the Compensation Committee shall not remain in said positions for a period longer than ten (10) years. Subsequently to the ten (10) year period, the members may only be part of the body again after at least three (3) year. In case of an opening, absence or temporary impediment of a member of the Committee, the Board of Directors will name an alternate to serve in an event or 4

5 permanently, observing under the member's responsibility all the provisions of this Regulation. CHAPTER III - QUALIFICATION The members of the Compensation Committee must have the necessary qualifications and experience to provide a competent and independent judgment on the Company s compensation policy, including the policy's repercussions on risk management. CHAPTER III ATTRIBUTIONS OF THE COMMITEE The Committee will have the following attributions: a) To establish its operational rules; b) to prepare the compensation policy for the Company s Management, proposing to the Board of Directors the various forms of fixed and variable compensation, as well as benefits and special recruitment and resignation programs; c) to revise, on an annual basis, the compensation policy for the Company s Management recommended to the Board of Directors as well as to correct and improve said policy; d) to propose to the Board of Directors the amount of the overall compensation of the management to be submitted to the Shareholders Meeting, pursuant to Article 152 of Law 6404 of 1976; e) to assess future internal and external scenarios and their possible impacts on the management s compensation policy; f) to analyze the compensation policy for the Company s Management regarding market practices to identify significant discrepancies in relation to market peers, suggesting any necessary adjustments; g) to do everything possible so that the management's compensation policy is always in line with the risk management policy, in compliance with the Company s current and expected goals and financial situation and with the provisions in the resolution in force; h) to prepare, on an annual basis, within a period of 90 days, as from the base date of December 31, the Compensation Committee Report, including, at least, the provisions in the regulations in force; CHAPTER IV MEMBERS DUTIES AND RESPOSABILITIES The Committee members shall: a) perform their duties respecting the requirements of diligence and loyalty; 5

6 b) avoid conflict situations that may affect the Company s interest and the Cruzeiro do Sul Conglomerate; c) keep confidentiality; and d) give an opinion and clarifications to the Board of Directors, when requested. CHAPTER V COMMITTEE S COORDINATOR AND SECRETARY I. Committee s Coordinator Responsibilities: The responsibilities of the Committee Coordinator are as follows: a) Call and head the Committee s meetings; b) establish the matters that will be on the agenda; c) comply with and enforce the Committee s Regulations; d) authorize the deliberations of the "matters" not included on the meeting's agenda; e) name the Secretary of the Board, who will be responsible for writing up the Meeting's Minutes, collecting signatures and validation of the report. II. Committee s Secretary Responsibilities: The Board's Secretary election must be agreed on by the Committee, upon voting, and its responsibilities is to serve as a secretary at the Committee s Meetings. The Secretary's responsibilities include the following: a) call all the members of the Committee for annual and extraordinary meetings; b) write up the Committee s meetings Minutes c) receive, in advance, the documents that will be presented during the Committee s meetings; d) collect validations, signatures (initials) or electronic s, which may validate and make official the positions that have been defined and decided on by each of the members of the Committee during the meetings; e) be responsible for the custody of the Minutes files and any other documents, receipts and proof that may be of interest to the Committee, which shall be filed in the a safe location, accompanied by a safety copy, for future consultation. The filing location shall be informed by the members and shall be available for consultation at any time. These documents must be filed electronically, ensuring accessibility as described above. In case of absence of the Secretary, he/she will be replaced by any of the other members of the Committee. 6

7 In case the Secretary leaves its position, it will be necessary the nomination of a new Secretary. The Secretary may request from the Committee to make available Personnel to help with the Committee Meetings. CHAPER VI RULES OF OPERATING I. Call Notice and Periodical Committee Meetings: The Committee will meet on a half-yearly basis or as necessary. The meetings of the Committee will be called via written communication (on paper and/or via ) and will present the date, time, duration and location of the meeting, as well as an agenda of the subjects to be dealt with, with the exception of subjects that require urgent appreciation. The Committee Meeting will be installed with the presence of majority of the members. The Committee Meeting can be held in a variety of rooms simultaneously, always and when the intercommunication between them, in real time, can be guaranteed though use of audiovisual or telephone, thus bringing together all parties. II. Agenda: The Agenda will establish the matters that will become the Agenda which will be discussed during the Committee Meeting. The matters must be ordered in accordance with their important and strategic relevance for the business, based on the qualitative analysis of the Committee Coordinator. The matters must be ordered in: (i) Matters to be resolved on (discussion of the matter no decision to be taken); (ii) Matters to be approved (discussion of the subject no decision taken); 7

8 (iii) Matters to be sent to the Board of Directors; CHAPTER VII RULES FOR DELILBERATION, VOTING AND APPROVAL I. Resolutions: The Coordinator will chair the meeting to ensure that the deliberations are in accordance with the Agenda, and will resolve any doubts which arise from the content of this Agenda, judging the opportune moment to use the word of the applicant Members and remove a topic when it is considered that said topic has been sufficiently debated, or that it is difficult to move the meeting along, or it is was not on the Agenda. II. Voting Voting on the proposed resolutions will follow the voting calculation system, where the Committee will adopt decisions based on a majority vote of those in favor of the report presented and in the case of a tie, the Coordinator will cast the deciding vote. The Coordinator is responsible for indicating when a vote must be taken, as well as announcing the result of the vote and guarantee it is recorded in the Minutes. III. Approval The Committee approves reports by majority vote, cast by those Members presents or represented. Presence, either in person or in written form, of all members of the Committee will be necessary to validate approvals made by the Committee. The approvals will be recorded in the Minutes in all cases of a majority vote between those Members participating in the meeting, present or represented. IV.BTM Final Products Formal Documents of the Committee The Minutes are characterized as a formal and final document of the Committee, with records, voting and approval signed and/or validated via . 8

9 The documents that served as a basis for the decisions will be the responsibility of the Secretary and will be filed in a secure location, informed to the members and available for consultation at any time. These documents will be held through , guaranteeing the aforementioned access. CHAPTER VIII RULES OF OFFICIAL COMMUNICATION Official Communication The Committee Coordinator is responsible for communicating and presenting the Committee s report if required for further deliberation and approval. Regulations were approved the Board of Directors, according to the Minutes of the Board of Directors' Meeting held on April 30,