BANCO CRUZEIRO DO SUL S/A. Publicly Held Company Corporate Taxpayer ID (CNPJ/MF) / Company Registry (NIRE)

Transcription

1 BANCO CRUZEIRO DO SUL S/A Publicly Held Company Corporate Taxpayer ID (CNPJ/MF) / Company Registry (NIRE) MINUTES OF THE GENERAL AND EXTRAORDINARY SHAREHOLDERS MEETING HELD ON DATE AND TIME: April 27 th 2009, at 10:00 a.m. PLACE: Company s headquarters at Rua Funchal, 418-8º andar - São Paulo - SP. CALL NOTICE: Published in the Official Gazette of the State of São Paulo, editions of April 09, 18 and , pages 40, 63 and 180, respectively; and Comércio, Indústria & Serviços, editions of April 09, 18 and , pages A10, A10 and A7, respectively. ATTENDANCE: The Company s shareholders attending the meeting signed the Company s Attendance Book, representing the totality of the voting capital. BOARD: Chairman: Luis Felippe Indio da Costa. Secretary: Luis Octavio Azeredo Lopes Indio da Costa. AGENDA: GENERAL SHAREHOLDERS MEETING 1. To acknowledge management s accounts and examine, discuss and vote on the financial statements relating to the fiscal year ended December 31, 2008; 2. Allocation of the net income from the year and ratification of the dividends distributed; 3. Election of members of the Board of Directors and fixing of its overall monthly compensation; EXTRAORDINARY SHAREHOLDERS MEETING: 1. To ratify the share buyback program held in the fiscal year ended December 31, 2008; 2. To amend the Bylaws to: (i) include the criteria for appointing and removing the Ombudsman; (ii) alter the number, in Article 5, of preferred shares making up the capital stock to reflect the cancellation of the shares repurchased under the Company's buyback programs; 3. To consolidate the Company s Bylaws.

2 RESOLUTIONS: The shareholders present unanimously adopted the following resolutions in both the General Assembly and in Ordinary Extraordinary General Assembly. GENERAL SHAREHOLDERS MEETING 1. To approve the following documents: Balance Sheet, Income Statement, Statements of Changes in Shareholders Equity and of Origin and Application of Funds, Explanatory Notes, Management Report, Independent Auditors Opinion and Audit Committee Report, published in the Official Gazette of the state of São Paulo and in the newspaper DCI Comércio Indústria & Serviços on March 24, 2009; 2. To approve the allocation of net income from the year, and the dividends distributed earlier, in the following manner: 2.1. To approve the allocation of R$ 8,945, (eight million, nine hundred forty-five thousand, seven hundred forty-three reais and six centavos); 2.2. To ratify the interest on equity paid in the amount of R$ 31,385, (thirty-one million, three hundred eighty-five thousand reais), as per the Board of Directors decision of May 14 and July 3, 2008, and the dividend payment of R$ 63,550, (sixty-three million, five-hundred fifty thousand reais), as per the Board of Directors decision of March 4, 2009, for a total of R$ 94,935, (ninety-four million, nine hundred thirty-five thousand reais), imputed to the minimum mandatory dividend pursuant to Article 31 of the Bylaws and Article 202 of Law 6,404/76; 2.3. To approve, pursuant to Article 196 of Law 6,404/1976, the allocation of the balance net income from 2008 after the above-mentioned allocations, amounting to R$ 75,034, (seventy-five million, thirty-four thousand, one hundred eighteen reais and fifteen centavos), as per the Capital Budget proposed by the Board of Directors, attached to these Minutes. The budget, after being signed and initialed by all the shareholders present, will be filed at the Company s head office. 3. To approve the reelection of the following Board members for a term of 2 (two) years: Messrs. (i) Luis Felippe Indio da Costa, Brazilian, consensually separated, lawyer, bearer of identity card (R.G.) no IFP, inscribed in the individual taxpayers register (C.P.F.) under no , resident and domiciled in the city and state of Rio de Janeiro, with office at Av. Pres. Wilson 231, 24º andar - Centro - Rio de Janeiro, (ii) Luis Octavio Azeredo Lopes Indio da Costa, Brazilian, consensually separated, business administrator, bearer of identity card (R.G.) no IFP/RJ, inscribed in the individual taxpayers register (C.P.F.) under no , resident and domiciled in the city and state of São Paulo, with office at Av. Funchal 418, 8º andar - Vila Olímpia - São Paulo, (iii) Fabio Rocha do Amaral, Brazilian, married, business administrator, bearer of identity card (R.G.) no SSP/SP, inscribed in the individual taxpayers register (C.P.F.) under no , resident and domiciled in the city and state of São Paulo, with office at Av. Funchal 418, 8º andar - Vila Olímpia - São Paulo, (iv) Horácio Martinho Lima, Brazilian, single, mechanical engineer, bearer of identity card (R.G.) no IFP/RJ, inscribed in the individual taxpayers register (C.P.F.) under no , resident and domiciled in the city and state of Rio de Janeiro, with office at Av. Pres. Wilson 231, 24º andar - Centro - Rio de Janeiro, (v) Charles Alexander Forbes, Brazilian, married, lawyer, bearer of identity card (R.G.) no SSP/SP,

3 inscribed in the individual taxpayers register (C.P.F.) under no , resident and domiciled in the city and state of São Paulo, with office at Av. Funchal 418, 8º andar - Vila Olímpia - São Paulo and (vi) as the Independent Member, Progresso Vanõ Puerto, Spanish citizen, married, economist, bearer of identity card (RNEW) no SE/DPMAF/DPF, inscribed in the individual taxpayers register (C.P.F.) under no , resident and domiciled in the city and state of São Paulo, with office at Av. Paulista, nº , 1º andar São Paulo. The Board members hereby elected will hold office till the holding of the Annual Shareholders Meeting that will examine the financial statements for the fiscal year ended December 31, The overall monthly compensation of the management was fixed at R$ 2,000, (two million reais), subject to Article 152 of the Brazilian Law of Corporations (Lei das Sociedades por Ações). EXTRAORDINARY SHAREHOLDERS MEETING 1. To ratify the repurchase of 6,906,204 (six million, nine hundred six thousand, two hundred four) preferred shares, authorized by External Communication 51/2008-DP from BM&F Bovespa. 2. To amend the Bylaws to: (i) include the criteria for appointing and removing the Ombudsman; (ii) alter the number, in Article 5, of preferred shares making up the capital stock to reflect the cancellation of the repurchased shares (i) To include the criteria for appointing and removing the Ombudsman in the main paragraph of Article 45 of the Company's Bylaws, which will have the following wording: Article 45 The Company shall have an Ombudsman which shall operate on behalf of all the Institutions composing the Cruzeiro do Sul Conglomerate, authorized to operate by the Central Bank of Brazil, composed of one (1) Ombudsman, appointed and dismissed by the Board To update the Company s capital stock consequent to the share buyback program held in fiscal year 2008, with the cancellation of 6,906,204 preferred shares. Thus, Article 5 of the Bylaws will now read as follows: Article 5 Capital Stock is seven hundred and sixty-nine million, one hundred and ninety-five thousand, seven hundred and eighty-five Reais (R$ 769,195,785.00), divided into and represented by one hundred and thirty-eight million, three hundred and eleven thousand, seven and one (138,311,701) shares, all registered, book-entry and with no par value, of which ninety-nine million, eight hundred and ninety-seven thousand, five hundred and fifty-five (99,897,555) are common shares and thirtyeight million, four hundred and fourteen thousand, and one hundred and forty-six (38,414,146) are preferred shares. 3. To consolidate the Bylaws, which are included in these minutes.

4 CLOSURE: Nothing more to be dealt with, the Meeting was adjourned, with the drawing up of these Minutes, which after being read and found approved, were signed by all present. São Paulo, April 27 th SIGNATURES: Chairman: Luis Felippe Indio da Costa Secretary: Luis Octavio Azeredo Lopes Indio da Costa ATTENDING SHAREHOLDERS: Luis Felippe Indio da Costa Luis Octavio Azeredo Lopes Indio da Costa Horacio Martinho Lima Fabio Rocha do Amaral Charles Alexander Forbes Progresso Vanõ Puerto Smallcap World Fund. Inc. State Street Emerging Markets Caisse de Depot Et Placement Du Quebec American Funds Insurance Series - Global Small Capitalization Fund IBM Savings Plan Daily Active Emerging Markets Securities Lending Common Trust Fund State Street Band and Trust Company Inv. Funds For Tax Exempt Retirement Plans The present document is a true copy of the minutes filed in the Company s records. Luis Felippe Indio da Costa Chairman Luis Octavio Azeredo Lopes Indio da Costa Secretary

5 Enclosure I CAPITAL BUDGET (in R$) 1. Sources of Funds (Balance of Accrued Income) Cash flow generation (Net Income from 2008) 178,914, (-) Payment of interest on equity 31,385, (-) Payment of dividends 63,550, (-) Legal Reserve (2008) 8,945, Net income from 2008 after allocations 75,034, Balance of Accrued Income 75,034, Allocation of Funds Maintenance of operating capacity 75,034, TOTAL 75,034,118.15

6 Consolidated Bylaws Attachment II BANCO CRUZEIRO DO SUL S/A BYLAWS CHAPTER I CORPORATE NAME, HEADQUARTERS AND JURISDICTION, BUSINESS PURPOSE AND DURATION Article 1 BANCO CRUZEIRO DO SUL S/A is a limited liability corporation that shall be governed by these Bylaws and by legal and regulatory provisions that are applicable thereto. Sole Paragraph By virtue of admission of the Company in Level 1 of Corporate Governance of the Stock Exchange of São Paulo ( Level 1 and BOVESPA, respectively), the Company, its shareholders and managers shall also be subject to the provisions of the Regulations of Differentiated Practices of Corporate Governance Level 1 ( Level 1 Regulations ). Article 2 The company has its headquarters and jurisdiction at Rua Funchal, 418, 7th, 8th and 9th floors, in the City of São Paulo, State of São Paulo and, by resolution of the Board of Executive Officers, it may open establishments in any location in Brazil or abroad, with due regard for legal prescriptions. Article 3 The Company has as its business purpose the performance of asset and ancillary liability transactions and services that are inherent to the relevant authorized portfolios (commercial and investments) according to legal and regulatory provisions in force. Article 4 The term of duration of the Company is indefinite, and it shall be dissolved or liquidated by resolution of shareholders that represent at least two thirds of the Capital Stock. CHAPTER II CAPITAL AND SHARES Article 5 Capital Stock is seven hundred and sixty-nine million, one hundred and ninety-five thousand, seven hundred and eighty-five Reais (R$ 769,195,785.00), divided into and represented by one hundred and thirty-eight million, three hundred and eleven thousand, seven and one (138,311,701) shares, all registered, book-entry and with no par value, of which ninety-nine million, eight hundred and ninety-seven thousand, five hundred and fifty-five (99,897,555) are common shares and thirty-eight million, four hundred and fourteen thousand, and one hundred and forty-six (38,414,146) are preferred shares. Paragraph One All Company s shares are book-entry and shall be maintained in a deposit account on behalf of their owners with Banco Bradesco S.A., an authorized financial institution, with no issuance of certificates. The depository institution may charge the shareholders for the transfer and registration of ownership of the book-entry shares service cost, as well as the ser-

7 vice cost relating to the shares in custody, with due regard for the maximum limits fixed by the Brazilian Securities Commission ( CVM ). Paragraph Two Issuance of founders shares by the Company is prohibited. Article 6 Each common share is entitled to one (1) vote for the resolutions of the Company s Shareholders Meetings. Article 7 The preferred shares have no voting rights for the resolutions of the Shareholders Meetings, but shall be assured the following preferences and advantages: a) right to participate in the profits distributed in equal conditions with common shares; b) priority in the reimbursement of capital stock, with no premium; and c) right to be included in a public offering as a consequence of the Sale of Company s Control or the provisions of article 38, pursuant to Chapter VIII of these Bylaws, at the same price per common share as the Control block. Sole Paragraph The shareholders may, at any time, convert common shares into preferred shares, at the ratio of one (1) common share for one (1) preferred share, provided that the same are paid-in and with due regard for the legal limit. The requests for conversion shall be sent in writing to the Board of Executive Officers. The conversion requests received and accepted by the Board of Executive Officers shall be ratified in the following Board of Directors meeting. Article 8 The Company is authorized to increase the Capital Stock up to the limit of one billion Reais (R$1,000,000,000.00) irrespectively of any amendment to the Bylaws, with no proportion among the shares of each kind, with due regard for the maximum limit provided for in the law in connection with preferred shares. Paragraph One The capital stock increase shall be carried out by resolution of the Board of Directors, who shall establish the conditions for issuance of shares, including price, term and form of payment. In case of a capital increase arising from reserve incorporation, according to the rules issued by the National Monetary Council, the Shareholders Meeting shall be competent, with the appreciation of the Fiscal Council, if installed. Paragraph Two Within the limit of authorized capital, the Company may issue shares and warrants. Paragraph Three The Board of Directors may at its sole discretion exclude the preemptive right or reduce the term for exercising such right in issuances of shares and warrants, the placement of which is made through (i) sale in stock exchange or public subscription, or (ii) exchange of shares in a public tender offer pursuant to the law and within the limit of the authorized capital. Article 9 With due regard for the legal limit, share transfers shall be suspended as of the first notice publication date up to the date of the respective Shareholders Meeting. CHAPTER III MANAGEMENT SECTION I GENERAL PROVISIONS Article 10 The Company shall be managed by a Board of Directors and a Board of Executive Officers, pursuant to the Law and these Bylaws. Article 11

8 Investiture of the managers is conditioned upon the prior subscription of the Instrument of Consent of Managers mentioned in the Level 1 Regulations. The managers shall, promptly after investiture, inform BOVESPA the quantity and characteristics of the securities issued by the Company and directly or indirectly held by the managers, including their derivatives. Article 12 The Annual Shareholders Meeting shall set the aggregate annual amount of compensation of the Company s Managers, and the Board of Directors shall resolve on its distribution. SECTION II BOARD OF DIRECTORS Article 13 The Board of Directors shall be composed of at least six (6) and at most nine (9) members, all Company s shareholders, elected at the Shareholders Meeting, with an unified term of office of two years, reelection being permitted. Paragraph One In the first meeting of the Board of Directors held after the election of its members, it shall appoint among the elected members, upon the vote in favor of the majority of members, one (1) Chairman and one (1) Vice-Chairman. Paragraph Two The Shareholders Meeting shall determine by qualified majority, not computing the blank votes and prior to its election, the number of offices in the Board of Directors to be filled in each year, with due regard for a minimum of five members. Paragraph Three At least 20% of the members of the Board of Directors shall be Independent board members, expressly declared as such in the Shareholders Meeting which elected them. Whenever the application of the percentage mentioned above results in a fractional board members number, it shall be rounded up to the whole number: (i) immediately above it if the fraction is equal to or higher than 0.5; or (ii) to the number immediately below it if the fraction is lower than 0.5. Paragraph Four For purposes of these Bylaws, an Independent Board Member shall be deemed: (i) a member who has no connection with the Company except for equity interest; (ii) a member who is not a Controlling Shareholder, spouse or second-degree relative of the Controlling Shareholder, who is not and has not been, for the last three years, linked to the company or to any entity relating to the Controlling Shareholder (persons connected to education and/or research institutions are excluded from this restriction); (iii) a member who has not been, for the last three years, an employee or officer of the Company, of the Controlling Shareholder or of a company controlled by the Company; (iv) a member who is not a direct or indirect supplier or buyer of services or products of the Company, in a manner implying loss of independence; (v) a member who is not an employee or manager of a company or entity providing or requiring services and/or products to the Company; (vi) a member who is not a spouse or second-degree relative of any manager of the Company; or (vii) a member who does not receive compensation from the Company other than the Boar Member compensation (excluding cash revenues arising out of any equity interest). An Independent Board Member shall also be deemed a member elected according to the authorization provided for in paragraphs four and five of Article 141 of the Brazilian Corporation Law. Paragraph Five A member of the Board of Directors shall be invested in office by instrument drawn up and executed in the Register of Minutes of the Board of Directors Meetings, and the exercise of the offices shall depend on ratification of the respective investitures by the proper authorities. The members of the Board of Directors may be removed at any time by the Shareholders Meeting and shall remain in office until investiture of their successors. Article 14 In the events of impediment or temporary absence of the Chairman of the Board of Directors, the Vice-Chairman shall take office or, in his absence or impediment, another member of the Board of Directors appointed by the Chairman of the Board of Directors shall take office. Article 15

9 In case of vacancy in any of the offices of the Board of Directors, the remaining members shall appoint an acting substitute until the first Shareholders Meeting, which shall then resolve on the definitive permanence of the office. The substitute Member elected shall remain in office until expiration of the term of office of the substituted Member. Sole Paragraph In case of vacancy in most offices of the Board of Directors, the Shareholders Meeting shall be promptly convened to elect new Directors. Article 16 The Board of Directors shall hold meetings whenever called by its Chairman or his substitute, at least five (5) business days in advance and upon submission of the agenda to be discussed. Paragraph One The meetings of the Board of Directors shall be opened with the attendance of the majority of its members and shall be presided over by the Chairman, who shall appoint the Secretary, and the resolutions shall be taken by majority of votes of the attending members, and in case of a tie, the Chairman of the Board of Directors or his substitute shall have the casting vote. Paragraph Two Irrespectively of the formalities established in this Article, the Board of Directors meeting with attendance of all its members shall be deemed to be regular. Paragraph Three The meetings of the Board of Directors shall be held, preferably, at the Company s headquarters. Paragraph Four Minutes of the Board of Directors meetings shall be drawn up in the proper book, and the minutes containing resolutions intended for producing effects against third parties shall be published. Article 17 The Board of Directors shall have the following duties, in addition to those provided for in the Law: a) to determine the general guidance of the Company s business, as well as supervise its performance; b) to elect and remove the Board of Executive Officers and fix its duties, with due regard for the provisions of these Bylaws; c) to monitor the management of the Board of Executive Officers; examine, at any time, the books and papers of the Company; request information on the agreements entered into or to be entered into; and perform any other acts necessary to perform its duties; d) to opine on the Management Report and accounts of the Board of Executive Officers, as well as on the financial statements of the year, to be submitted to the Annual Shareholders Meeting; e) to distribute the aggregate remuneration set by the Shareholders Meeting among the members of the Board of Directors and the Board of Executive Officers; f) to resolve on the issuance, price and conditions of payment of shares and warrants, within the limit of the authorized capital; g) to submit to the Shareholders Meeting a proposal of capital increase over the limit of the authorized capital, as well as amendments to the Bylaws; h) to approve the declaration of interim and intercalary dividends, as well as interest on own capital; i) to propose for resolution of the Shareholders Meeting the allocation of the remaining profits balance of each year; j) to authorize the purchase of shares issued by the Company for purposes of cancellation or maintenance in treasury for future sale, with due regard for applicable rules; k) to choose and remove the independent auditors of the Company; and

10 l) to submit to the Shareholders Meeting a triple list of institutions specialized in economic appraisal of companies, for purposes of ascertainment of the Economic Value pursuant to articles 38 and 39 of these Bylaws. SECTION III BOARD OF EXECUTIVE OFFICERS Article 18 The Company shall be managed by at most ten (10) Executive Officers, and at least two (2) Executive Officers, whether shareholders or not, resident in Brazil and elected by the Board of Directors, being one Executive Superintendent Officer, one Investor Relations Officer and the others with no specific title, and provided that accumulation of offices by the same Executive Officer shall be permitted. Sole Paragraph The members of the Board of Directors, up to a maximum of one third (1/3), may be elected for the Board of Executive Officers. Article 19 The term of office of the Board of Executive Officers shall be two (2) years, reelection being permitted. Article 20 Investiture in the office of executive officer shall be made through an instrument drawn up and signed in the Register of Minutes of the Board of Executive Officers Meetings, and the beginning of the offices shall be conditioned upon the ratification of the respective investiture by the proper authorities. The members of the Board of Executive Officers may be dismissed at any time by the Board of Directors, who shall remain in their respective offices up to the investiture of their successors. Article 21 In cases of temporary impediment or absence of any one of the Executive Officers, the remaining Executive Officers shall elect among themselves the substitute that will perform cumulatively the functions of the substituted officer. Article 22 In the event of vacancy for one of the positions of the Board of Executive Officers, the latter shall designate an acting substitute for a term until the following Board of Directors meeting is held, which body shall then resolve on the definitive filling of the position. The elected substitute Executive Officer shall serve up to the end of the term of office of the substituted officer. Article 23 The Board of Executive Officers shall meet whenever called by the Executive Superintended Officer (or his substitute) or by two-thirds (2/3) of the Executive Officers, in both cases at least twenty-four (24) hours in advance. Paragraph One The Board of Executive Officers meetings shall be installed with the attendance of at least two Executive Officers, and resolutions shall be taken by majority vote of the Executive Officers present, and in case of a tie, the Executive Superintended Officer shall have the casting vote. Paragraph Two The Board of Executive Officers meetings shall be held, preferably, in the Company s headquarters. Paragraph Three - Minutes of the Board of Executive Officers meetings shall be drawn up in the proper register. Article 24 For the accomplishment of the business purposes, the Board of Executive Officers is hereby vested with full powers, including assumption of obligations, acquisition, sale and encumbrance of fixed assets, give guarantees on behalf of third parties, compromising, assignment and waiver of rights, having, in addition to legal liabilities, the following duties:

11 comply with and cause compliance with the resolutions of the Shareholders Meeting, the Board of Directors and the provisions of these Bylaws; establish the operational policies and the business plan of the Company; resolve on the creation of establishments; represent the Company as plaintiff or defendant, in or out of court, with powers to appoint attorneys-in-fact for such purpose; and examine the monthly trial balances, authorizing the publication thereof upon signature of at least two Executive Officers, providing for preparation of half-yearly and quarterly financial statements and submit, on an annual basis, for examination by the Board of Directors, the Management Report and the accounts of the Board of Executive Officers, together with the report of independent auditors, as well as the proposal for allocation of the profits ascertained in the previous year. Paragraph One The following shall be incumbent upon the Executive Superintendent Officer, in addition to the provisions of the main section hereof and other duties to be established: (i) to direct the conduction of activities relating to the general planning of the Company; (ii) call and preside over the Board of Executive Officers meetings; (iii) exercise the general supervision of the Board of Executive Officers duties; and (iv) propose to the Board of Directors the number of members of the Board of Executive Officers, indicating the names of Executive Officers for election. Paragraph Two The following shall be incumbent upon the Investor Relations Officer, in addition to the provisions of the caput and other duties to be established: to represent the Company with the regulating agencies and other institutions acting in the securities market, giving information to the investors, to CVM, to the Central Bank of Brazil, the stock exchanges trading with the Company s securities and other agencies relating to the activities conducted by the Company in the securities market, in Brazil or abroad. Paragraph Three - The following shall be incumbent upon the other Executive Officers, in addition to the provisions of the caput : (i) to perform the duties given to them by the Board of Directors; and (ii) conduct the business of the Company within the acting areas attributed to them, especially as regards coordination, supervision and conduction of activities. Paragraph Four - Through two of its Executive Officers, the Company may appoint attorneys-infact to represent it, within the limits of powers granted in the relevant powers of attorney. Paragraph Five For validity and performance of the powers granted to the Board of Executive Officers, the signature of two Executive Officers shall be necessary, or of one Executive Officer jointly with an attorney-in-fact having special powers, as vested on the terms of Paragraph Four, or further, of two attorneys-in-fact acting jointly, with due regard for the same rules for the granting of powers of attorney. CHAPTER IV SHAREHOLDERS MEETINGS Article 25 Shareholders Meetings shall be held, on a annual basis, within the first four (4) months of each year and, on a special basis, when the interests of the Company so require, with due regard for legal precepts and the provisions of these Bylaws in respect of the calling notices, opening and resolutions. Article 26 The Shareholders Meetings shall be called, installed and presided over by the Chairman of the Board of Directors or, in his absence, by his substitute, who shall choose one of the shareholders to act as secretary. Article 27

12 In order to participate in the Shareholders Meeting, the shareholder shall deposit at the Company s headquarters, at least seventy-two (72) hours in advance, in addition to the identity document, (i) proof of his respective equity interest, issued by the depository financial institution of the book-entry shares, and (ii) instrument of power of attorney, duly regularized pursuant to the Law, in case of representation of the shareholder. CHAPTER V FISCAL COUNCIL Article 28 The Company shall have a Fiscal Council, which shall operate on a non-permanent basis and, when installed at the request of the shareholders pursuant to the Law, shall be comprised of at least three (3) and at most five (5) regular members and an equal number of deputy members, whether shareholders or not, who are resident in Brazil. Article 29 The Fiscal Council shall have the jurisdiction, duties and responsibilities granted by the Law, and the compensation of its members shall be established by the Shareholders Meeting that elects them, with due regard for the minimum legal limit. CHAPTER VI FISCAL YEAR FINANCIAL STATEMENTS, PROFITS AND RELEVANT ALLOCATION Article 30 The fiscal year shall begin on January 1 and end on December 31 of each year. Article 31 Annual, half-year and quarterly financial statements shall be drawn up. At the discretion of the Board of Executive Officers, the Company may prepare interim balance sheets, as of the last business day of each month. Paragraph One The allocation of the net income assessed in each fiscal year shall be as follows: five percent (5%) for creation of the Legal Reserve, until it reaches twenty percent (20%) of capital stock; a portion for the payment of mandatory dividend not less than twenty-five percent (25%) of the adjusted net income assessed for the fiscal year, pursuant to Article 202 of the Brazilian Corporation Law; the balance, if any, shall be applied as allocated by the Shareholders Meeting, as proposed by the Board of Directors, with due regard for legal provisions that are pertinent to the matter. Paragraph Two The Shareholders Meeting may allocate to the members of the Board of Directors and the Board of Executive Officers a profit sharing not higher than ten percent (10%) of the remaining income in the year, limited to the annual aggregate compensation of the managers, after deducting the retained losses and provision for income tax and social contribution, with due regard for the terms and conditions of Article 152 of the Brazilian Corporation Law. Article 32 The Board of Directors, by proposal of the Board of Executive Officers, has powers to determine: a) the payment of dividends or interest on own capital to the profit account ascertained in halfyearly financial statements or those drawn up in shorter periods, imputed to the amount of mandatory minimum dividend, within the legal limits; and b) the distribution of interim dividends and interest on own capital to the retained profits or profits reserve accounts existing in the last half-yearly and quarterly financial statements imputed to the

13 amount of mandatory minimum dividend, within the legal limits and ad referendum the Shareholders Meeting approving the accounts of such fiscal year. Article 33 The Company and the managers shall, at least once a year, carry out a public meeting with analysts and any other interested parties to disclose information on the economic-financial situation, projects and prospects of the Company, as well as send to BOVESPA and disclose, up to the end of January of each year, an annual calendar informing the scheduled events of the Company and containing at least the information required by the Level 1 Regulations. CHAPTER VIII AUDIT COMMITTEE Article 34 The Company will have an Audit Committee constituted by three (3) members, with a one (1) year term of office, to be nominated and dismissed by the Board of Directors. Sole Paragraph In addition to those provided for by law or regulations, these are also attributions of the Audit Committee: to recommend to the Board of Directors the company to be hired for rendering independent auditing services, its respective compensation, as well as its substitution; to review, prior to the disclosure to the market, the financial statements, including explanatory notes, management reports and independent auditor s report; to evaluate the effectiveness of both internal and independent audits regarding the fulfillment of legal and regulatory requirements applicable to the Company, as well as internal regulations and codes; evaluate the fulfillment, by the Company s Board of Executive Officers, of recommendations made by internal and independent auditors, as well as to recommend to the Board of Directors the resolution of eventual conflicts between external auditors and the Board of Executive Officers; to establish and announce the procedures for acceptance and treatment of information related to the noncompliance with legal and regulatory requirements applicable to the Company, in addition to internal regulations and codes, including the recommendation of special procedures to protect the provider and the confidentiality of the information; to recommend to the Company s Board of Executive Officers corrections and improvements in policies, practices and procedures in its attributions; to hold meetings, at least on a quarterly basis, with the Company s Board of Executive Officers and internal and external auditors; to verify, during its meetings, the fulfillment of its recommendations and/or explanations for its questions, including the planning of respective auditing works. Minutes of all meetings shall be drawn up; to establish operating rules for its functioning. CHAPTER VIII SALE OF THE CONTROL CANCELLATION OF REGISTRATION AS PUBLICLY-HELD COMPANY DISCONTINUITY OF DIFFERENTIATED PRACTICES OF CORPORATE GO- VERNANCE

14 Article 35 Sale of the Company s control, whether by a single operation or by several successive operations shall be contracted under the precedent or resolutory condition that the buyer of the Controlling Power agrees to effect a public tender offer for shares of the other shareholders of the Company, with due regard of the conditions and the terms provided for in applicable law, as well as the provisions of these Bylaws, so that they are assured the same conditions as those given to the Selling Controlling Shareholder, and also with due regard for the provisions of Article 7, letter c of these Bylaws. Paragraph One For purposes of these Bylaws, the following terms beginning with capital letters shall have the following meanings: Controlling Shareholder means the shareholder(s) or group of shareholders bound by a shareholders agreement or under the common control, exercising the Controlling Power of the Company. Selling Controlling Shareholder means the Controlling Shareholder, whenever such Shareholder sells the control of the Company. Controlling Shares means a block of shares assuring, directly or indirectly to its holders, the individual and/or shared exercise of the Controlling Power of the Company Outstanding Shares means all shares issued by the Company, except for the shares held by the Controlling Shareholder, by persons linked to him, by managers of the Company and those in treasury. Sale of the Company s Control means sale to a third party, remunerated, of the Controlling Shares. Buyer means the person to whom the Selling Controlling Shareholder transfers the Controlling Power in a Sale of the Company s Control. Controlling Power (as well as its related terms, Controlling, Controlled, under the common Control or Control ) means the power effectively used to direct the Company s activities and guide the operation of the Company s bodies, whether directly or indirectly, with factual or legal grounds. There is a relative assumption of title of the Controlling Power in connection with the person or group of persons bound by a shareholders agreement or under the common control (control group), holding shares assuring the qualified majority of the votes of shareholders present at the three last Shareholders Meeting, even if the same is not a holder of shares assuring the qualified majority of the voting capital. Economic Value means the amount of the Company and its shares to be determined by a specialized company, by using an acknowledged methodology or based in another criterion to be defined by CVM. Paragraph Two The Selling Controlling Shareholder shall not transfer ownership of its shares as long as the Buyer has not subscribed the Instrument of Consent of Controlling Shareholders mentioned in Level 1 Regulations. Paragraph Three The Company shall not register any transfer of shares to the Buyer, or to those who come to hold the Controlling Power, as long as such shareholder(s) do(es) not subscribe the Instrument of Consent of Controlling Shareholders mentioned in Level 1 Regulations, which shall be promptly sent to BOVESPA. Paragraph Four The Company shall not register a shareholders agreement setting forth the exercise of the Controlling Power as long as its signatories do not subscribe the Instrument of Consent of Controlling Shareholders mentioned in Level 1 Regulations, which shall be promptly sent to BOVESPA. Article 36 The public tender offer mentioned in Article 35 above shall also be carried out:

15 a) in the cases of remunerated assignment of subscription rights of shares and other notes or rights relating to securities convertible into shares resulting in the Sale of the Company s Control; or b) in case of sale of control of a company with the Controlling Power of the Company, and in such case the Selling Controlling Shareholder shall be required to declare to BOVESPA the amount ascertained to the Company in such sale as well as attach evidencing documentation. Article 37 The Shareholder holding shares of the Company and who comes to acquire the Controlling Power by virtue of a private instrument of purchase of shares entered into by and between the Controlling Shareholder, involving any quantity of shares, shall: a) effect the public tender offer mentioned in Article 35 of these Bylaws; b) reimburse to the shareholders who have purchased shares in a stock exchange within the six (6) months prior to the date of Sale of the Company s Control, and shall pay to them any difference between the price paid to the Selling Controlling Shareholder and the amount paid in a stock exchange for shares of the Company in this same period, duly adjusted in accordance with the positive variation of the General Prices Index Market published by the Getúlio Vargas Foundation IGP-M/FGV; and c) take any appropriate measures to recompose the minimum percentage of twenty-five percent (25%) of the total outstanding shares of the Company within the six (6) months following the purchase of Control, whenever necessary. Article 38 In the public tender offer of shares to be carried out for cancellation of the Company registration as a publicly-held company to be carried out by the Controlling Shareholder or by the Company, the minimum price to be offered shall correspond to the Economic Value ascertained in an appraisal report mentioned in Article 39 below. Article 39In the event that the shareholders in a Special Shareholders Meeting resolve: (i) to discontinue the Differentiated Practices of Corporate Governance of Level 1 so that the Company s shares start to have trade registration outside Level 1, (ii) the corporate reorganization of which the resulting company is not admitted in Level 1, or (iii) to exclude or limit the provisions of Articles 7 (letter c ), 13 (Paragraphs Three and Four), 34, 35, 36, 37, 38, 39, 40 and 41 of these Bylaws resulting in a loss to the shareholders not holding the Controlling Power, except for any exclusion or limitation arising out of a legal provision or regulation issued by BOVESPA, the Controlling Shareholder shall carry out a public offer for purchase of shares of the other shareholders of the Company, the minimum price of which to be offered shall correspond to the Economic Value ascertained in an appraisal report mentioned in Article 39 below, with due regard for applicable legal rules and regulations. Sole Paragraph The Controlling Shareholder is released from carrying out the public offer mentioned in the caput of this Article 38 if the Company discontinue the Differentiated Practices of Corporate Governance of Level 1 by virtue of the execution of the participation agreement of the Company in the special segment of BOVESPA called Level 2 or New Market. Article 40 The appraisal report provided for in these Bylaws shall be prepared by a specialized institution or company with proven experience and independence in connection with the Company s decisionmaking power, its managers and Controlling Shareholders, besides complying with the requirements of Paragraph One of Article 8 of the Brazilian Corporation Law, and have the liability provided for in Paragraph Six of the same article. Paragraph One The election of the institution in charge of determining the Economic Value of the Company shall be made exclusively by the Shareholders Meeting from submission by the Board of Directors of a triple list, and the respective resolution, without computing the blank votes and each share being entitled to one vote irrespectively of the kind or class, shall be taken

16 by the majority of votes of the shareholders representing Outstanding Shares attending the Shareholders Meeting which, if installed in first call, shall count on the presence of shareholders representing at least twenty percent (20%) of the total Outstanding Shares or which, if installed in second call, shall count on the presence of any number of shareholders representing the Outstanding Shares. Paragraph Two The costs for preparation of the appraisal report shall be fully borne by the offeror. Article 41 The formulation of one single public tender offer is possible, for more than one of the purposes provided for in this Chapter VIII or the regulations issued by CVM, provided that it is possible to become compatible all kinds of public tender offer procedures, and that there is no loss to the investors and authorization from the CVM is obtained whenever required by applicable rules. CHAPTER IX ARBITRATION TRIBUNAL Article 42 The Company, its shareholders, managers and members of the Financial Council (when installed) agree to resolve, by arbitration, any and all disputes or claims that may arise pursuant to the Market Arbitration Panel Rules, especially related to or arising from the application, validity, effectiveness, construction, violation and its effects, of the provisions of the Brazilian Corporation Law, these Bylaws, the rules issued by the National Monetary Council, by the Central Bank of Brazil and by the CVM, as well as other applicable rules applicable to the operation of the capital market in general, in addition to those established in the Level 1 Regulations, the Market Arbitration Panel Rules and the Agreement for Adoption of Differentiated Practices of Corporate Governance Level 1. CHAPTER X LIQUIDATION Article 43 The Company shall enter liquidation in the cases provided for by law, and the Shareholders Meeting shall determine the form of liquidation and elect the liquidator, and the Financial Council shall operate throughout the period of liquidation. CHAPTER XI INTERIM PROVISIONS Article 44 The provisions of Article 11, Article 13, Paragraphs Three and Four, Chapter VIII and Chapter IX of these Bylaws shall only be effective as of the date of publication of the public offering announcement in relation to the initial public offering of distribution of shares issued by the Company, which is subject to registration with CVM. CHAPTER XII OMBUDSMAN Article 45 The Company shall have an Ombudsman which shall operate on behalf of all the Institutions composing the Cruzeiro do Sul Conglomerate, authorized to operate by the Central Bank of Brazil, composed of one (1) Ombudsman, appointed and dismissed by the Board.

17 Paragraph One The Ombudsman s duty shall be the following: a) to ensure the strict observance to the legal and regulatory rules related to the consumer rights and work as a communication channel among the Institutions provided for in the caput of this Article, clients and users of products and services, including in the intervention in conflicts; b to receive, register, guide, analyze and provide formal and proper to complaints of clients and users of products and services of the Institutions provided for in the caput of this Article, not solved by usual service provided by branches or any other service branches; c) to provide the necessary clarifications and to inform the claimants about the progress of their demands and the measures adopted; d) to inform the claimants about the term estimated for final answer, which may not exceed thirty days; e) to forward a conclusive answer to claimant s demand until the term informed in letter d ; f) to propose corrective or procedures and routine improvement measures to the Board of Directors, in view of the analysis of the complaints received; g) to prepare and forward to the Board of Directors, to the Audit Committee and to the Internal Audit, at the end of every half-year period, a quantitative and qualitative report about the Ombudsman performance, containing propositions referred to by f, when existing. Paragraph Two The Company: a) will maintain adequate conditions for the operation of the Ombudsman, as well as so that its performance is guided by transparency, independence, impartiality and exemption; b) will ensure the Ombudsman access to information necessary to prepare adequate answer to complaints received, with total administrative support, and may request information and documents for the performance of its activities. These Bylaws have been restated according to the resolutions of the Special Shareholders Meeting held on April 27, 2009.