Estatuto atual Proposta de redação Justificativas e ... · Estatuto atual Proposta de redação...

Estatuto atual Proposta de redação Justificativas e observações

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CHAPTER I – NAME, CHARACTERISTICS AND NATURE OF THE BANK

Art. 1.º Banco do Brasil S.A., a private and government-controlled listed company organized as a multiple bank, is governed by these bylaws and applicable legal provisions.

§ 1.º The duration of the Bank is indefinite.

§ 2.º The Bank’s domicile and head office is in Brasília, and it may open or close branch offices, branches, agencies, facilities or other service outlets anywhere in Brazil and abroad.

Inalterado

CHAPTER II – BUSINESS PURPOSE

Section I – Business purpose and prohibitions

Art. 2.º The objectives of the Bank are to perform all active, passive and accessory bank transactions, provide banking, intermediation and financial support services in their multiple forms, and to undertake any activities permitted for member institutions of the National Financial System’s.

§ 1.º The Bank may also commercialize agricultural products and stimulate the circulation of produced goods.

§ 2.º As an instrument for carrying out the credit and financial policy of the Federal Government, the Bank shall perform the functions assigned to it by law, especially those provided for in article 19 of Law 4595 of December 31, 1964, pursuant to the provisions of articles 5 and 6 of these bylaws.

Business Purpose

Art. 2.

§ 1. The Bank may also operate with the trading of agricultural and livestock products and organize the movement of goods.

§ 2. As main financial agent of the Brazilian Federal Government, it is also required to perform the roles assigned thereto by Law, especially those of art. 19 of Law n.º 4,595, of December 31, 1964, in compliance with the provisions of arts. 5. and 6. of these By-laws.

Main provision: unaltered

§ 1. – exclusion of the expression produced.

§ 2. – wording adjustment

Art. 3.º Asset management activities shall be performed through the engagement of a subsidiary or controlled company of the Bank.

Art. 3.º Unaltered


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Art. 4.º Further to the prohibitions provided for by law, the Bank is not allowed to:

I – carry out transactions backed only by the shares of other financial institutions;

II – grant credit, lend, buy or sell assets of any nature to members of the Board of Directors, Executive Board and Board of Auditors; and

III – hold interest in the capital stock of other companies, unless in a percentage equal or up to:

a) 15% of the net equity of the Bank itself, taking into account the aggregate of investments of that kind; and

b) 10% of the capital of the invested company; and

IV – issue preferred (fruition) shares, debentures and beneficiary shares.

§ 1.º The limitations provided for in item III of this article do not include the interests held in Brazil or abroad in:

I – companies in which the Bank has interests at the date these bylaws are approved;

II – financial institutions and other entities authorized to operate by the Brazilian Central Bank;

III – private pension plan, capitalization, insurance or brokerage companies;

IV – clearing and settlement houses and other companies or associations integrating the payments system;

V – companies or associations that provide collection and assets restructuring services, or administrative or operating support to the Bank;

VI – non-profit associations or companies;

VII – companies in which the interests held result from a legal provision or credit renegotiation transactions, such as payment in kind,

Prohibitions

Art. 4.

I -

II – grant loans or advances, purchase or sell property of any nature to members of the Board of Directors, of the Audit Committee, of the Executive Board and of the Fiscal Council;

III –

a)

b)

IV –

§1

I –

II -

III – private pension entities, capitalization, insurance or brokerage companies, financial companies, sales promoters, operating support service processing and card processing companies;

IV –

V -

VI –

VII –

I - Unaltered

Subsection II - altered:

1- Adoption of the legal terminology (art. 34, Law 4595/64 and art. 17, Law 7492/86), allowing the interpretation that operations that do not configure a loan, are unaffected by the criminalization of art. 17 of the Penal law.

2- Prohibition extended to the members of the Audit Committee, since it is the statutory advisory body of the Board of Directors and has the same obligations and responsibilities and prohibitions provided for in the legislation and in the By-laws.

Subsections III and IV - unaltered

§ 1:

main provision, subsections I and II - unaltered

Subsection III – inclusion of other companies among those in which the Bank can hold ownership interest above the limits established in the by-laws, in alignment with the activities inherent to the fulfillment of its business purpose, as provided for in law nº 11,908/2009

Subsections IV to VII - unaltered


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purchase by auction or judicial decision and conversion of debentures into shares; and

VIII – other companies, upon approval of the Board of Directors.

§ 2.º The limitation provided for, mentioned in subitem (a), item III of this article does not include investments related to the use of fiscal incentives.

§ 3.º The holdings dealt with, mentioned in item VII, paragraph 1 of this article, resulting from credit renegotiation transactions, must be sold within the period determined by the Board of Directors.

§ 4.º The Bank and its subsidiaries, except for BB Banco de Investimentos S.A., may only sign shareholders agreements or renounce the rights provided therein upon prior authorization from the Minister of Finance.

VIII – other companies, against approval of the Board of Directors.

§ 2

§ 3

Subsection VIII – exclusion of in

§ 2 and 3 - unaltered

§ 4 excluded – subject matter is already regulated by Decree n. 1091/94, art. 2, of compulsory compliance by BB, whereas repetition is unnecessary. Said Decree does not stipulation the mandatory inclusion of this provision in the By-laws.


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Section II – Relations with the Federal Government

Art. 5.º Pursuant to the law, the Bank shall perform the following activities for the Federal Government or with its intervention:

I – carry out the duties and services pertinent to the function of a financial agent of the National Treasury and other functions assigned to it by law;

II – provide financing of government interest and carry out official programs by investing funds from the Federal Government or any nature; and

III – provide guarantee for the Federal Government.

Parágrafo único. The activities provided for by this article are conditioned, as the case may be, to the following:

I – the availability of corresponding funds to the Bank and the establishment of a corresponding interest payment;

II – the prior and formal definition of the proper interest payable in connection with the funds to be invested in case of equalization of financial charges; and

III – the prior and formal definition of the interest payable, which shall never be less than the costs of services to be provided.

Art. 5. The Bank will contract, as stipulated by law, directly with the Federal Government or with its intervention:

I -

II -

III –

Sole paragraph:

I –

II –

III – to the prior and formal definition of the assumption of risks and of remuneration, never lower than the costs of the services to be rendered.

Art. 5, main provision - unaltered

Subsections I to III - unaltered

Main provision of the sole paragraph and subsections I and II – unaltered.

Subsection III – include the requirement of risk definition (whether of the Treasury or of BB) in contracts signed with the Federal Government.

Sections III – Relations with the Central Bank of B razil

Art. 6.º The Bank may engage the duties, services and transactions that are assigned to the Brazilian Central Bank, provided that the provisions of the sole paragraph of article 5 of these bylaws are followed.

Art. 6 °. Inalterado


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CHAPTER III – CAPITAL AND STOCK

Capital and common shares

Art. 7.º The Capital Stock is R$ 13.211.644.135,82 (thirteen billion, two hundred and eleven million, six hundred and forty four thousand, one hundred and thirty five reais and eighty two cents), divided into 2.542.181.530 (two billion, five hundred and forty two million, one hundred and eighty one thousand and five hundred and thirty) ordinary dematerialized shares without a nominal value.

§ 1.º Each common share entitles its holder to one vote in decisions at the General Meeting, except when a cumulative vote is adopted for the election of members of the Board of Directors.

§ 2.º Book-entry shares shall remain deposited in this Bank on behalf of their holders without issuance of certificates, and a fee may be charged for this purpose from their holders, as provided for by law.

§ 3.º The Bank may buy back its shares upon authorization of the Board of Directors for canceling or keeping them in treasury for subsequent sale.

Art. 7.º

Inalterado

Authorized capital

Art. 8.º The Bank may, regardless of any amendments to these bylaws, upon resolution at the General Meeting and pursuant to the conditions that it may set out, increase the capital stock up to R$ 30,000,000,000.00 (thirty billion reais) by issuing common shares, and the shareholders will have preemptive rights in subscribing to the capital increase, proportionally to the number of shares they hold, with due regard to the rights of the holders of subscription bonuses issued by the Bank.

Sole paragraph. The issuance of shares up to the limit of authorized capital for sale at stock exchanges or public subscription or exchange of shares through tender offer may be carried out regardless of the preemptive right of existing shareholders or shortening of the period to exercise such right, pursuant to the provisions of item I, article 10 of these bylaws.

Art. 8º

Inalterado

CHAPTER IV – GENERAL MEETING

Call and functioning


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Art. 9.º General Meetings shall be convened by decision of the Board of Directors or, as provided for by law, by the Board of Officers, Board of Auditors, a group of shareholders, or a single shareholder.

§ 1.º General Meetings shall be chaired by the President of the Bank, his alternate or in the absence or impediment of both, by a shareholder or Executive Officer of the Bank in attendance, chosen by the shareholders. The chairman shall call two shareholders or officers of the Bank to act as secretaries at the General Meeting.

§ 2.º The Annual General Meeting shall be held annually not later than April for the purposes provided for by law.

§ 3.º Extraordinary General Meetings shall exclusively address the matters stated in their respective call notices, and no general matter shall be included in the agenda.

§ 4.º The call notice for the General Meeting shall be published at least 15 days in advance, unless a legal rule or regulation increases such term.

§ 5.º From the date a call notice is published, the Bank shall make available in its head office proper documentation to its shareholders on the matters to be addressed at the General Meeting and send a copy of this documentation to the stock exchange where its shares are most traded.

§ 6.º The minutes of General Meetings shall contain a summary of the facts that occurr, including dissensions and protests, and transcriptions only of decisions taken, pursuant to legal provisions.

Art. 9. The General Meeting of Shareholders will be convened by decision of the Board of Directors or, in the sets of circumstances permitted by law, by the Board of Officers, by the Fiscal Council, by a group of shareholders or by one shareholder alone.

§ 1 The work of the General Meeting will be directed by the Bank’s President, by his substitute, or, in the absence or impediment of both, by one of the shareholders or officers of the Bank present, chosen by the shareholders. The chairman will invite two shareholders or officers of the Bank to act as secretaries of the General Meeting.

§ 2. The participants of the Extraordinary General Meetings will exclusively address the subject matter declared in the notices of meeting, not permitting the inclusion, in the agenda of the Meeting, of general topics.

§ 3. The minutes of the General Meeting will be written in summarized form as refers to the events have occurred, including disagreements and protests, and will contain the transcription only of decisions made, in compliance with the legal provisions.

Art. 9, main provision and § 1 – unaltered

§§ 2, 4 and 5 - excluded - provision in LSA, arts. 132, main provision, and 124, § 1, II and § 6, respectively

§ 3 - renumerated

§ 6 - renumerated and wording adjustment


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Competence

Art. 10. In addition to the powers provided for by law, the General Meeting shall have especial authority to resolve the following:

I – sale of all or any shares of the capital stock of the Bank or its subsidiary companies; going public; increase in capital stock upon subscription of new shares; renouncement of subscription rights of shares or debentures convertible into shares of controlled companies; sale of debentures convertible into shares held by the Bank in controlled companies; or, even the issuance of any other security in Brazil or abroad;

II – split-off, merger or acquisition;

III – exchange of shares or other securities;

IV – differentiated practices of corporate management and signing of an agreement for this purpose with stock exchanges.

Sole paragraph. The specialized company in charge of appraising the Bank’s economic value, in the event provided for in article 52, shall be chosen by absolute majority of votes representing the free float, blank votes not being computed for such purpose, at the respective General Meeting, which shall be opened on first call with the presence of shareholders representing at least 20% (twenty percent) of the total free float, or in the second call with the presence of any number of shareholders representing the free float.

Competence

Art. 10

II – spin-off, merger or takeover;

III – swap of shares or other securities;

V – differentiated practices of corporate governance and execution of contract for this purpose with stock exchange.

Sole paragraph. The choice of the specialized institution or company by determination of the Economic Value of the Company, in the set of circumstances established in art. 54 hereof, shall be decided on by the majority of votes of the shareholders representing the free-float shares, present at the respective General Meeting, not counting blank votes. If convened at first call, it shall feature the presence of shareholders representing at least twenty percent (20%) of the total free-float shares, or, if convened at second call, it may feature the presence of any number of shareholders representing these shares.

Art. 10, main provision and subsections - unaltered

Sole paragraph. Wording adjustment and remission alteration.


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CHAPTER V – ADMINISTRATION AND ORGANIZATION OF THE BANK

Section I – Rules Common to the Management Bodies

Requirements

Art. 11. Management bodies are made up of Brazilians with renowned knowledge of best corporate governance practices, experience, integrity, outstanding reputations, and the technical skills required for the position.

I – The Board of Directors; and

II – Executive Board composed of the Board of Officers and the other Directors, all resident in Brazil, as provided for by article 23 of these bylaws.

§ 1.º The Board of Directors has, pursuant to the law and these bylaws, strategic, guiding, and elective and oversight duties, not comprising operating or executive functions.

§ 2.º When a member of the Board of Directors’ resident or domiciled abroad takes office, a proxy must be issued with validity of five years after the end of the counselor's term of office appointing a legal representative resident in Brazil who shall receive subpoenas in the event lawsuits are filed against such member, pursuant to the Brazilian corporate law.

Requirements

Art. 11. The following are management bodies of the Bank, formed by Brazilians with evident knowledge, including about the best practices of corporate governance, experience, good repute, irreproachable reputation and technical capacity compatible with the post:

II – the Executive Board comprised of the Board of Officers and the other Officers, all resident in the Country, in the manner established in art. 24 of these By-laws.

Sole paragraph . The Board of Directors has, in the manner set forth by Law and in these By-laws, strategic, guiding, elective and supervisory duties, not encompassing operating or executive roles.

Main provision: wording adjustment

Subsection I - unaltered

Subsection II – remission adjustment

Exclusion of §2 - procedural rule does not need to be in the by-laws


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Installation

Art. 12. The members of Management bodies will take office upon signing the related statements in the book of minutes of the Board of Directors or Executive Board, as the case may be.

§ 1.º Those elected for Management bodies shall take office whether they are sworn in or not.

§ 2.º The statement on term of office to which the head of this article refers shall contain at least one domicile in which the Management body member shall receive subpoenas, in the event of lawsuits or administrative procedures related to acts performed over its period of management; this domicile may only be changed upon prior written communication to the Bank.

§ 3.º When taking office, the elected managers shall also sign the Statement of Consent from Senior Managers for compliance with the Novo Mercado Listing Rules set out by the São Paulo Stock Exchange (BOVESPA).

Installation

Art. 12

§ 2. Upon installation, the directors elect shall also sign the Record of Consent of Directors to the Listing Regulation of the New Market of BOVESPA –São Paulo Stock Exchange.

Art. 12, Main provision – unaltered § 1 - unaltered Exclusion of § 2 – repeats rule of law – art. 149,§ 2, LSA

§ 3 - renumerated

Impediments and prohibitions

Art. 13. In addition to those impeded by law, the following persons cannot participate in Management bodies:

I – those who are delinquent in relation to the Bank or who have caused losses to it that have not yet been recovered;

II – those who hold control of significant interests in the capital stock of companies that are delinquent in relation to the Bank or that have caused losses not yet recovered, and this impediment is extended to those who have taken management offices in companies in this same situation during the year immediately prior to the election or appointment date;

III – those who have been found guilty of offences of bankruptcy, tax evasion, prevarication, active or passive corruption, concussion, peculation, offenses against welfare, public credit, property or the Brazilian Financial

Impediments and prohibitions

Art. 13

I -

II -

III – those that have been sentenced for a crime of tax evasion, or crime against the National Financial System;

IV -

Art. 13, Main provision and subsections I and II - unaltered

Alteration of subsection III – exclusion of the part that repeats art. 147, § 1, LSA, with what is not established as an exception by the Law remaining


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System, or those who have been condemned under penal law resulting in prohibition, even temporary, of taking public offices;

IV – those declared unfit for taking management offices in institutions authorized to operate by the Brazilian Central Bank or in other institutions requiring authorization, control and oversight from direct or indirect Public Administration bodies and entities, including private pension plan entities, insurance companies, capitalization companies and listed companies;

V – those who are defending themselves, as individuals, controllers or managers of legal entities, in claims related to the protest of notes, judicial collection, issuance of checks returned for lack of funds, delinquency and other analogous events or circumstances;

VI – those declared bankrupt or insolvent;

VII – those who have held control over or participated in the management of a company in receivership, or a company that is bankrupt or insolvent, within five years prior to the election or appointment date, except as a trustee, commissioner or judicial administrator; or

VIII – a partner, ascendant, descendant or collateral kin or similar, up to the third degree of kinship of a member of the Board of Directors or Executive Board;

IX – those who take office in companies considered market competitors, especially in advisory and Board of Auditors or management boards, except in the case of a General Meeting waiver; and

X – those whose interests conflict with the Company’s, except in the case of a General Meeting waiver.

Sole Paragraph. It is unsuitable the participation in Banco do Brasil’s Administration bodies, the candidate who has an elective public term, making the interested

V -

VI -

VII – those that hold controlling interest or participate in the management of a bankrupt or insolvent legal entity or one that has filed for chapter 11, in the five-year period prior to the date of election or appointment except in the capacity of trustee, administrative receiver or judicial trustee;

VIII -

IX – those that occupy positions at companies that can be considered competitors in the market, especially on advisory boards, boards of directors or fiscal councils, or in an Audit Committee, and those that have an interest conflicting with the company, unless released by the Meeting.

Sole paragraph. Candidature to an elective public term of office is incompatible with participation in the Bank’s management bodies, whereas the interested party shall apply for his or her suspension from office, under penalty of losing the position, the moment his or her intention to apply as a candidate becomes public. During the period of suspension from office there will be no remuneration due to the member of the management body, who will lose the position as

Subsections IV to VI - unaltered

VII – wording adjustment

VIII - unaltered

Subsections IX and X – grouped together in subsection IX - inclusion of the Audit Committee.

Sole paragraph. –wording adjustment


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party to require its removal, under penalty of position loss, from the moment where becomes public its intention to the candidacy. During the period of absence, any remuneration will not be given to the Administration bodies’ member, which will lose the position from the candidacy register.

from the date of registration of the candidature.

Art. 14. The members of Management bodies may not intervene in the study, granting, control or settlement of any transaction that may be interest of companies in which they hold control or interests over 10% in their capital stock. This impediment is also applicable to those who take or have taken management offices in such companies over the period immediately prior to that at the Bank.

Art. 14. The members of the management bodies are prohibited from intervening in the study, deferral, control or settlement of any operation in which: I – companies in which they hold controlling interest or ownership interest above ten percent (10%) of the capital are directly or indirectly interested; II – they have interest conflicting with that of the Bank.

Sole paragraph. The impediment referred to in subsection I also applies when dealing with a company in which they occupy, or have occupied in a period immediately prior to installation at the Bank, an administrative post.

Art. 14 – Extend the hypotheses of impediment in the deliberation of operations that might configure a conflict of interest, as established in art. 156, first part, of LSA.

Loss of office

Art. 15. The following events shall entail loss of office:

I – except for a major force or a fortuitous event, a member of the Board of Directors who fails to attend, with or without justification, three consecutive annual meetings or four alternate annual meetings during its term of office; and

II – a member of the Executive Board who is absent, without authorization, for more than 30 days.

Sole paragraph. Loss of office due to non-compliance with their obligations does not release the members of the Board of Directors and the Executive Board from civil and criminal liability to which are subject.

Loss of position

Art. 15 I -

II -

Art. 15, Main provision - unaltered

Subsections I and II - unaltered

Exclusion of the sole paragraph – liability results from law.


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Compensation Art. 16. The compensation of the members of Management

bodies shall be fixed by the General Meeting, pursuant to legal requirements.

Sole paragraph. In years in which mandatory dividends and profit sharing are paid, the General Meeting may decide to pay profit sharing to Executive Board members, provided that the total amount does not exceed 50% (fifty percent) of the total annual compensation of such members or one five-thousandth of the profits (Art. 190 of Lei 6404/76), whichever is lower.

Art. 16

Sole paragraph In the years in which the compulsory dividend and profit sharing is paid to the employees, the General Meeting may assign a share in the profits of the Bank to the members of the Executive Board, providing the total does not exceed fifty percent (50%) of the annual remuneration of the members of the Executive Board or five thousandths of the profits (art. 190 of Law n.º 6404/76), with the lower limit prevailing.

Art. 16, Main provision – unaltered

Sole paragraph – wording adjustment

Disc losure and other requirements

Art. 17. Without derogating from the currently adopted self-regulation procedures, the members of the Board of Directors and Executive Board must:

I – notify the Bank, the Brazilian Securities Commission (CVM) and the stock exchange of:

a) the number and characteristics of the securities or derivatives issued by the Bank, its controlled companies and related companies that they directly or indirectly hold, as well as their respective spouses, companions and dependents included in their annual income tax return, immediately after taking office;

b) their plans for periodical trading of the securities and derivatives referred to in subitem (a) of this item, including their subsequent changes, at the moment they take office or occasional further changes; and

c) the securities and derivatives trading dealt with in subitem (a) of this item, including their prices, up to the tenth day of the month following that in which the trading occurred.

II – Abstain from trading the securities or derivatives dealt with in subitem (a) of item

Art. 17

I -

a) immediately after installment in the position, the quantity and characteristics of the securities or derivatives that they own, directly or indirectly, issued by the Bank, by its subsidiaries or by the associated companies related to their area of activity, besides those belonging to their respective spouses, partners and dependents included in the annual income tax return;

b)

c) the deals with securities and derivatives referred to in paragraph “a” of this subsection, inclusive of the price, by the tenth day of the month following that in which the transaction is verified;

II –

Main provision and subsection I -unaltered

Paragraph “a” – Wording adjustment

b) unaltered

Wording adjustment


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I of this article:

a) Within 15 (fifteen) days prior to the disclosure of quarterly (ITR) and annual reports (DFP and IAN); and

b) In other events foreseen in the applicable legislation.

a)

b)

Subsection II - unaltered

Section II – Board of Directors

Composition and term of office

Art. 18. The Board of Directors will be composed of shareholders elected at the General Meeting, and will have 7 members who shall serve for an unified term of two (2) years, including a Chairman and a Vice-Chairman. Reelection is permitted. The term of office will end when new members take office.

§ 1.º Minority shareholders are entitled to elect at least two members of the Board of Directors, and they may elect more members through a cumulative voting process.

§ 2.º The Federal Government will submit for approval by the General Meeting the appointment of five members to the Board:

I – the President of the Bank who will be the Vice-Chairman of the Board;

II – two members appointed by the Ministry of Finance;

III – as established by the Board, one member appointed by one or more investment clubs holding at least a 3% interest in the capital stock of the Bank and formed by effective or retired employees of the Bank, except when the provision of paragraph 4 of this article is applicable; and

IV – one representative appointed by the Ministry of Planning, Budget and Management..

§ 3.º The Chairman of the Board will be chosen among the members nominated by the Ministry of Finance.

§ 4.º In the case the minimum holding interest required in item III of paragraph 2 of this article is not reached or a cumulative voting process is not adopted, the minority shareholders shall elect the member that

Art. 18.

§ 1. The minority shareholders are guaranteed the right to elect at least two board of director members, if not entitled to a higher number by the multiple vote process.

III – a representative chosen among those appointed, according to the process regulated by the Board of Directors, by one or more investment clubs with ownership interest of at least three percent (3%) in the Bank, formed by employees of the Bank, active or retired, excepting the provisions of § 4 of this article; and

IV -

§ 3

§ 4 In the event of non-attainment of the minimum interest required in subsection

§ 1 – Wording adjustment

§ 2, subsections I and II - unaltered

Subsection III – adjustment – alignment with art. 47

IV - unaltered

§ 3 - unaltered

§ 4 – wording adjustment – alignment with


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should have been appointed by employees’ investment clubs.

§ 5.º With respect to the composition of the Board of Directors, the following rules shall also be complied with:

I – at least two members shall be independent;

II - a member is independent if he/she meets the definition of Novo Mercado Listing Rules of Bovespa, taking into account that those elected pursuant to the provisions of paragraph 1 shall also be considered independent;

III - the capacity of an Independent Member shall be expressly stated in the minutes of the General Meeting in which such member is elected.

III of § 2 of this article, or adoption of the multiple vote process, it will be incumbent upon the minority shareholders to elect the representative to the vacancy that would apply to the investment clubs of employees.

§ 5. The following rules will also be complied with in the composition of the Board of Directors:

I –

I - a minimum of two directors shall be Independent Directors, as defined in the Listing Regulation of the New Market of BOVESPA – São Paulo Stock Exchange, and the directors elected under the terms of §1 of this article shall also be in this capacity;

II - the capacity of Independent Director will be expressly declared in the Minutes of the General Meeting that elects him.

art. 47

§ 5 – merging of subsections I and II and remuneration of subsection III

Cumulative Vote

Art. 19. In compliance with the minimum percentage established by the CVM, shareholders shall submit a written request to the President of the Bank up to 48 hours before the General Meeting for the adoption of the cumulative voting process to elect members to the Board of Directors, as provided for by this article.

§ 1.º The panel conducting the meeting shall inform the shareholders in advance, considering the Attendance Book of the number of votes required to elect each member to the Board of Directors.

§ 2.º In the event there are unfilled vacancies due to equal numbers of votes, this same voting process shall be conducted again.

§ 3.º The dismissal of one of the Board members elected by the cumulative voting process will imply the dismissal of the other members, giving rise to a new election; in the other events that result in open vacancies, the first subsequent General Meeting shall conduct a new election of the whole Board.

§ 4.º Should the cumulative voting process be adopted instead of the provisions of paragraph 1 of Article 18 of these bylaws, the shareholders

Art. 19.

§ 1.

§2. With the multiple vote adopted, in place of the prerogatives provided for in § 1. of art. 18 of these By-laws, the shareholders representing at least fifteen percent (15%) of the total voting shares, will be entitled to elect and remove one member and his alternate member of the Board of Directors, in separate voting at the General Meeting, excluding the controlling shareholder.

§ 3 The right provided for in § 2 above can only be exercised by the shareholders that prove the continuous ownership of the equity interest required therein during the period of three years, at least, immediately prior to the performance of the General Meeting.

§ 4 A record will be kept with the identification of the shareholders that exercise the prerogative

Art. 19, Main provision and § 1 - unaltered

§§ 2, 3 and 6 excluded – repetition of rules of law – art. 141, §§ 2 3 and 7, LSA, respectively. §§ 4, 5 and 7 remunerated and remission adjustments made.


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representing at least 15% of the total shares with voting rights shall be entitled to elect and dismiss a Board member and his/her alternate, by a separate vote in the General Meeting, that does not include the controlling shareholder.

§ 5.º The rights provided by paragraph 4 above shall only be exercised by shareholders that present evidence that they hold the required amount of interest for an uninterrupted period of at least three months immediately before the General Meeting.

§ 6.º Whenever the election of the Board of Director is conducted by the cumulative voting process and minority shareholders exercise their right to elect a member, as provided by paragraph 4 above, the shareholder or group of shareholders participating in a voting agreement that hold over 50% of the common shares shall be entitled to elect a number of members equal to that elected by other shareholders plus one, regardless of the number of Board members provided for in the head of article 18 of these bylaws.

§ 7.º Records shall be kept identifying the shareholders that exercise the right provided by paragraph 4 of this article.

referred to in § 2 of this article.

Vacancies and substitutions

Art. 20. Except for the event provided by paragraph 3 of article 19, in the event of a vacancy for a Board member, the remaining members shall appoint a shareholder to act as a substitute for the remainder of the term. Should most of positions be vacant, whether they are filled by nominated members or not, a General Meeting shall be convened to conduct a new election.

Sole paragraph. The Chairman of the Board shall be substituted by the Vice-Chairman. In the event of a vacancy, the substitution shall be effective until a new Board Chairman is chosen, which shall occur at the subsequent Board of Directors meeting.

Art. 20. Excepting the case of removal from office of a Board member elected by the multiple vote process, in the case of vacancy of the position of director, the members remaining in the Collegiate body will appoint a shareholder to complete the term of office of the replaced member. If the majority of positions are vacant, whether or not occupied by appointed substitutes, the General Meeting will be convened to hold a new election.

Sole paragraph. The Chairman of the Board will be replaced by the Vice Chairman and, in the latter’s absence, by another director appointed by the Chairman. In case of vacancy, the replacement will continue until the choice of the new incumbent of the Board, which shall occur at the first subsequent meeting of the Board of Directors .

Art. 20, Main provision - Adjustment on account of the suppression of § 3 of the foregoing art..

Sole paragraph – regulate the hypothesis of impossibility of replacement of the Vice Chairman in scheduled absences, the ruling of which will be detailed in the Internal Regulation of the Collegial Body.


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Duties Art. 21. The general management of the businesses of the

Bank, its subsidiaries and controlled companies shall be determined by the Board of Directors, which shall have the following special duties, in addition to those set out by law:

I – to approve the Bank’s policies, corporate strategies, general business plan, master plan and overall budget;

II – in the events provided by law, to call the General Meeting, submitting proposals for a decision by the shareholders;

III – to decide on the following:

a) distribution of interim dividends, including distribution to the retained earnings or profit reserves recorded in the most recent balance sheet for the year or six-month period;

b) payment of interest on own capital;

c) acquisition of its own shares on a temporary basis;

d) interests that the Bank hold in domestic or foreign companies;

IV – to establish the duties of the Internal Audit and regulate its operation, and also be responsible for appointing and removing its member;

V – to choose and remove the independent accountants, whose names may be vetoed, when properly justified, by the member elected pursuant to paragraph 4 of Article 19 of these bylaws, if any;

VI – to determine the number and elect the members of the Executive Board, pursuant to Article 23 of these bylaws and Article 21 of Law 4595/64;

VII – to set out the duties of the Executive Board and its members, in accordance with the provisions of these bylaws;

VIII – to regulate the granting of annual paid leave for Executive Board members, including its

Atri Art. 21. Besides the competencies defined by law, the

Board of Directors has the following duties:

I – approve the policies, the corporate strategies, the investment plan, the master plan and the general budget of the Bank;

II – decide on:

a) distribution of interim dividends, including to the account of retained earnings or of revenue reserves existing in the last annual or semi-annual balance sheet;

b) payment of interest on own capital;

c) acquisition of own shares, on a non-permanent basis;

d) holdings of the Bank in companies, in the country and abroad;

III – define the duties of the Internal Audit department, regulate its operation and appoint and dismiss its head

IV – choose and remove the independent auditors, whose names may be subject to appropriately grounded veto by the Director elected in the manner of § 4 of art. 19 of these By-laws, if any;

V – fix the number and elect the members of the Executive Board, in compliance with art. 24 of these By-laws and the provisions of art. 21 of Law n.º 4,595, of December 31, 1964;

VI – approve its internal regulation and decide

on the creation, discontinuation and operation of committees within the sphere of the actual Board of Directors;

VII – approve the internal regulation of the Executive Board and of the Audit Committee;

VIII – decide on the profit sharing or gain sharing of the Bank’s employees;

Art. 21, alteration of the main provision – Adapt the wording of the subsections to the Strategic Architecture approved by the Board of Directors:

Alteration of Subsection I – Inclusion of the investment plan, exclusion of the general business plan and alteration to general budget, in alignment with the documents provided for in the Strategic Architecture the approval of which lies in the jurisdiction of the Board of Directors.

Exclusion of subsection II - Legal provision (art. 142, LSA)

Subsection III – renumerated and wording adjustment

Subsections IV, V and VI – renumerated ( III, IV and V, respectively)

Subsection VII– exclusion – rule of law (art.


17

conversion into cash;

IX – to follow up and oversee the management of the Executive Board members;

X – to express an opinion on the Executive Board’s management report and accounts;

XI – to approve the internal rules and decide on the creation, extinction and operation of committees within the Board of Directors;

XII – to approve the internal rules of the Executive Board and Audit Committee;

XIII – to decide on profit sharing;

XIV – to establish rules for the process through which investment clubs appoint members addressed in Article 18, item III, paragraph 2, of these bylaws;

XV – to submit to the General Meeting a list for the nomination of three specialized companies for the purpose foreseen in the sole paragraph of Article 10;

XVI – to set a target for the return on own capital; and

XVII – to elect and remove the members of the Audit Committee.

§ 1.º The general management of the Bank’s business shall comprise a five-year period and shall be reviewed annually not later than September each year.

§ 2.º The matters related to items I, III, IV, the head, VIII, XII, XIII and XIV of this article shall be evaluated when submitted by the Board of Officers and those listed in items VI and VII when submitted by the Bank’s President.

§ 3.º The oversight to which item IX refers may be carried out separately by any director, who will have access to the books and papers of the Bank and the information on contracts entered into or about to be entered into and any other acts that he/she deems necessary for the performance of his/her duties, and he/she will be able to ask for them directly from any

IX – regulate the appointment process of the representative of investment clubs referred to in subsection III of § 2 of art. 18 of these By-laws;

X – present the General Meeting with a triple list of specialized companies, for the purpose provided for in the sole paragraph of art. 10; and

XI – establish a profitability target that guarantees the adequate remuneration of own capital.

XII – elect and remove the members of the Audit Committee; and

XIII– formally appraise the performance of the Board of Officers and of the Audit Committee at the end of each year.

§ 1. The Bank’s corporate strategy will be fixed for a period of five years, and shall be reviewed annually, by the month of September of each year.

§ 2. To advise the Board of Directors in its decisions, the proposals of establishment of duties and of regulation of the operation of the Internal Audit department, referred to in subsection III, shall contain a prior opinion from the technical areas involved and from the Audit Committee.

§ 3. The supervision of the management of the members of the Board of Officers, referred to by Law n° 6,404/76, may be exercised individually by any board member, who will have access to the Bank’s books and papers and to

142, LSA)

Subsection VIII – exclusion of the remunerated annual leave for adaptation to the new remuneration model of the Executive Board members more compatible with the capacity of statutory and with the corporation law, in conformity with the proposal approved at Ordinary General Meeting (AGO)/2008, in the part referring to the overall sum of remuneration.

Subsections IX and X – excluded – rule of law (art. 142,LSA)

Subsections XI to XVII – renumerated (VI, VII, VIII, IX, X, XI and XII, respectively)

N.B.: Wording adjustments in the new subsection VIII for alignment to art. 47

subsection XVI – renumerated (subsection XI) and adjusted to include provision of § 4 suppressed

Inclusion subsection XIII – inclusion of formal appraisal of the Board of Officers, in conformity with art. 173, § 1, subsection V of the Federal Constitution. As refers to the Audit Committee, it was understood that the mechanism should be extended on account of its duties.

§§ 1 and 3 – adjustments on account of the prior updates and suppressions.

§ 2 – exclusion of the first part: (i) provision in art. 29, I and art. 30, I, paragraphs “b” and “c” and offer technical support to the


18

Executive Board member. The resulting arrangements, including proposals for engaging external professionals, shall be submitted to the decision of the Board of Directors.

§ 4.º The target for return on own capital addressed in item XVI of this article shall be set at a level, which assures an adequate return on own capital.

information about the contracts signed or in the process of being signed and any other acts that he considers necessary for the performance of his role, and may request them directly from any member of the Board of Officers. The arrangements arising therefrom, including proposals for hiring of external professionals, will be submitted to the decision of the Board of Directors.

Board of Directors in the resolution of propositions referring to the structure of Internal Audit.

§ 4 - suppressed – content covered by the current subsection XI


19

Operation

Art. 22. The Board of Directors shall meet with the attendance of at least the majority of its members:

I – regularly, at least once a month; and

II – extraordinarily, whenever called by its Chairman, or at the request of at least two members.

§ 1.º The meetings of the Board of Directors shall be called by its Chairman.

§ 2.º Extraordinary meetings requested by directors, as provided for in item II of this article, shall be called by the Chairman during the seven days subsequent to the request; in the event the Chairman does not call it during this period, any director may do so.

§ 3.º The resolutions of the Board of Directors are taken by a majority of votes, and it is necessary to have:

I – the favorable vote of five directors in order to approve the matters dealt with in items I, IV, V and XI of article 21; or

II – the favorable vote of the majority of the attending directors in order to approve other matters, and the Chairman or his/her alternate shall have the casting vote.

Art. 22

I -

II -

§ 1.

§ 2.

3.

I – the favorable vote of five Directors for the approval of the subject matters addressed by subsections I, III and, IV and IV, of art. 21; or

§ 4 From time to time, against justification, the directors are allowed to take part in the meeting, by phone, teleconference or other media capable of guaranteeing effective participation and the authenticity of their vote, which will be considered valid for all legal intents and purposes and incorporated to the minutes of said meeting.

Art. 22, Main provision, subsections I and II and §§ 1. and 2 - unaltered

§ 3, main provision- unaltered

Subsection I – alteration for adjustment to the modifications of the foregoing article

Subsection II - unaltered

New § 4 - inclusion – The method may facilitate the participation of the directors in the meetings. It is contained in the Practical Manual of Statutory Recommendations of IBGC, and is already adopted in the sphere of the Bank’s Strategic Committees.


20

Appraisal

Art. 23. The Board of Directors will perform an annual formal appraisal of its performance.

§ 1 The appraisal process mentioned in the main provision will be carried out according to procedures previously defined by the Board of Directors itself and that shall be described in its internal regulation.

§ 2 It will be incumbent upon the Chairman of the Board to conduct the appraisal process.

New subtitle – the method is provided for in art. 173, § 1., subsection V, of the Fiscal Council, which addresses the Legal By-laws of State-owned Companies. It is also contained in the Practical Manual of Statutory Recommendations of IBGC as a good practice of corporate governance and aims to fulfill a criterion established for the

listing of companies in the DJSI Index.

Section III – Executive Board

Composition and term of office

Art. 23. The Executive Board shall be responsible for the Bank’s management and shall be comprised of ten to thirty-seven members, as follows:

I – the President of the Bank, appointed and removed at the discretion of the President of the Republic;

II – up to nine Vice-Presidents elected as provided for in item VI of article 21 of these bylaws; and

III – up to twenty-seven Executive Officers elected as provided for in item VI of article 21 of these bylaws.

§ 1.º Within the Executive Board, the President and Vice-Presidents shall form the Board of Officers.

§ 2.º The position of Executive Officer shall be filled by a member of the Bank’s active employees.

§ 3.º Those elected to the Executive Board shall serve for three years, and reelection is permitted. The term of office shall end when the new members take office.

§ 4.º In addition to the requirements provided for in article 11 of these bylaws, the following conditions for excercising the positions of the Executive Board of the Bank shall be cumulatively met:

I – have an undergraduate degree; and

II – have exercised in the last five years:

a) management positions in institutions of the

Art.24. The Bank’s management will be the responsibility of the Executive Board which will have between ten and thirty-seven members, as follows:

I –

II – up to nine Vice-Presidents elected as set forth in the law; and

III – up to twenty-seven Officers elected as set forth in the law.

§ 1.

§ 2. The position of Officer is peculiar to active employees of the Bank.

§ 3. Those elected to the Executive Board will have a term of office of three years, with reelection allowed. The management period will last up to the installation of the new members.

§ 4.

I –

II -

a)

RenumeratedSubsection I - unaltered

Subsections II and III– wording adjustment

§ 1. - unaltered

§ 2 – alignment to art. 47

§ 3 – wording adjustment

§ 4– unaltered


21

National Financial System for at least two years; or

b) management positions in the financial area of other institutions with net equity exceeding one fourth of the minimum realized capital and net equity required by the Bank’s regulations for at least four years; or

c) relevant positions in public administration bodies or entities for at least two years.

§ 5.º The following exceptions are applicable to the conditions provided for in items I and II of paragraph 4 of this article:

I – Executive Officers and Executive Superintendents in office; and

II – former managers who have occupied Executive Officer or partner-manager positions in other institutions of the National Financial System, other than in credit cooperatives, for more than five years.

§ 6.º After ending their term of office, the former members of the Executive Board are prevented from doing the following for four months from the end of their term, if a longer period is not set out in rules:

I – performing activities for or providing any service to corporations or entities that compete with the Banco do Brasil’s Group companies;

II – taking a position as manager or director or establishing a professional relationship with individuals or legal entities with whom he/she maintained a direct, significant official relationship over the six months prior to the end of the term, if a longer period is not set out by rule provisions;

III – directly or indirectly sponsoring the affairs of individuals or legal entities before any Federal Agency or entity with which he/she has

b)

c)

§ 5. Excepting, in relation to the conditions provided for in subsections I and II of § 4 of this article, former directors that have occupied positions of officer or of managing partner in other institutions of the National Financial System for more than five years, excepting in a credit cooperative.

§ 6.

I –

;

II –

III –

§ 5 – Subsection I excluded as the maintenance of exception for these situations is no longer necessary. Subsection II was incorporated to the main provision

§ 6. - unaltered

Exclusion of § 7 on account of the change


22

maintained a direct, significant official relationship during the six months prior to the end of the term, if a longer period is not set out by rule provisions.

§ 7.º The period of impediment to which the previous paragraph refers shall include any annual paid leave not taken, pursuant to article 26 of these bylaws. § 8.º During the period of impediment, former Executive Board members are entitled to receive indemnifying compensation equivalent to the position they occupied in the Bank, pursuant to paragraph 9 of this article.

§ 9.º The indemnifying compensation addressed in paragraph 8 of this article is not applicable to former members of the Executive Board who did not come from the Bank’s staff and who, pursuant to paragraph 6 of this article, before the period of impediment choose to return to the position or occupation that they had or a higher position or occupation in government or private companies before they took office as Executive Officers.

§ 10. At the end of their term of office, former Executive Officers and Board of Officers who came from the Bank’s staff shall follow the internal rules applicable to all other employees, pursuant to paragraphs 7 and 8 of this article.

§ 11. Except when discharged by the Board of Directors, as provided for in paragraph 12, the non-compliance with the requirement addressed in paragraph 6 implies, in addition to the indemnifying compensation provided for in paragraph 8, the repayment of the amount already received for this purpose and the payment of a fine of 20% on the total indemnifying compensation that should be payable over the period, without derogating from reimbursement of the losses and damages which it could cause.

§ 12. The Board of Directors may, at the request of a former Executive Board member, discharge him or her from meeting the requirement provided for in paragraph 6, without derogating from the other legal obligations to which he or she is subjected. In this case, the payment of the

§ 7. During the period of impediment, the former members of the Executive Board are entitled to compensatory remuneration equivalent to that of the post that they occupied in this body, in compliance with the provisions of § 8ºof this article.

§ 8. The former members of the Board of Officers not originating from the Bank’s staff, which, in compliance with § 6 of this article, opt to resume, prior to the end of the period of impediment, the performance of the role or job, permanent or superior, which, prior to their installation, they occupied in public or private administration, will not be entitled to the compensatory remuneration referred to in § 7 of this article.

§ 9. Once the management has finished, the former Officers and the former members of the Board of Officers originating from the Bank’s staff are subject to the internal rules applicable to all the employees, in compliance with the provisions of § 7 of this article.

§ 10. Unless released by the Board of Directors, as set forth in § 11, the non-performance of the obligation referred to in § 6, implies, besides loss of compensatory remuneration established in § 7, the return of the amount already received for this purpose and the payment of a fine of twenty percent (20%) of the total compensatory remuneration that would be due in the period without prejudice to the redress of damages possibly caused thereby.

§11. The Board of Directors may, upon request from the former member of the Executive Board, release him from the performance of the obligation provided for in § 6, without prejudice to the other legal obligations to which this individual is subject. In this case, the payment of the compensatory remuneration alluded to in § 7, as of date on which the application is received, is not due.

of remuneration of the directors – exclusion of the remunerated annual leave

§§ 8 to 12 – remunerated

§§ 7 to 11 remaining – remission adjustments

New §§ 8 and 9 - alignment to art. 47


23

indemnifying compensation addressed in paragraph 8 is not payable as from the date on which the requirement is received.

Prohibitions

Art. 24. The position of a member of the Executive Board requires full time dedication, and its members are prohibited, under penalty of losing their position, from exercising any activity in other companies with profit purposes, except:

I – in subsidiary or controlled companies of the Bank, or in companies in which the Bank holds a direct or indirect interest, pursuant to paragraph 1 of this article; or

II – in other companies, as assigned by the President of the Republic, or with prior and express authorization from the Board of Directors.

§ 1.º Furthermore, no Executive Board member is allowed to exercise any activity in an institution or company related to the Bank whose objective is asset management, except in the capacity of a member of the Board of Directors or Board of Auditors.

§ 2.º For the purposes of the provisions in the previous paragraph, institutions or companies related to the Bank are those that meet such definition set out by the National Monetary Council. Vacancies, substitutions and annual paid leaves Art. 25. The following shall be granted:

Art.25.

Art. 25, renumerated


24

Vacancies, substitutions and annual paid leaves

Art. 25. The following shall be granted:

I – annual paid leave and absences of not more than thirty days, except for leave granted to Vice-Presidents and Executive Officers by the President, and to the President by the board of directors; and

II – leave for the Bank’s President s shall be granted by the Minister of Finance; leave for the other Executive Board members shall be granted by the Board of Directors.

§ 1.º Banco do Brasil’s President attributes will be applied for a substitute during his annual paid leave and leaves of absence as follows:

I – up to 30 consecutive days by one of the Vice-Presidents that he/she assigns; and

II – over 30 consecutive days, by whoever, as provided for by law, is temporarily appointed by the President of the Republic.

§ 2.º In the event of a vacancy, the position of President will be taken, until a successor takes office, by the Vice-President who has been in office the longest period; in the event of equal periods in office, by the oldest Vice-President.

§ 3.º In the absences of the Vice-presidents and the Directors, the functions of their positions will be reassigned to the responsibility of another Vice-president or another Director, respectively, as follows:

I- up to thirty consecutive days upon assignment by the President;

Vacancy and replacements

Art.26. The following will be granted1:

I – suspension from office of up to 30 days, excepting leave, to the Vice Presidents and Officers, by the President, and to the President, by the Board of Directors; and

II – leave2 to the Bank’s President, by the Minister of State of Treasury; to the other members of the Board of Officers, by the Board of Directors.

§ 1. The individual duties of the Bank’s President will be perform, while he is suspended from office and during other leave:

I-

II -

§ 2.

§ 3. The individual duties of the Vice-Presidents and of the Officers will be performed by another Vice-President or Officer, respectively, in cases of suspension from office and other types of leave, and in that of vacancy, as follows:

I –

II - above thirty consecutive days, or in case of vacancy, until the installation of the substitute elect, through designation of the President and ratification, within the period during which this person performs the duties of the position, by the Board of Directors.§ 4.

Adjustment in the subtitle – exclusion of remunerated annual leave

Art. 26, Main provision –wording adjustments and remunerated.

Subsection I and § 1 altered – adjustment to the new remuneration method s of the members of the Board of Officers – exclusion of remunerated annual leave.

Subsection II – wording adjustment

§ 1, main provision - make it clear that they are the individual duties of the President that will be performed by the VP or by the designated coordinator.

Subsections I and II - unaltered

§ 2. - unaltered

§ 3 – make it clear that they are the individual duties of the VP and Officers that will be performed by another VP or Officer.

I – unaltered

subsection II – wording adjustment

1 Dipes release 2008/0470 proposed the interruption of the concession of remunerated annual leave to the members of the Board of Officers. It did not refer to other types of suspension from Office and unremunerated leave. Two types of suspension from office for the members of the Board of Officers continued provided for in the By-laws: Suspension from office up to 30 days and Leave; The criteria for the following are also established: authorization of suspension from office and leave of the members of the Board of Officers – subsections I and II of article 25; performance of the role of the president in the case of his suspension from office/leave and vacancy of the position – paragraphs I and II of § 1 and § 2; absences of the Vice-Presidents - § 3; accumulations of jobs do not generate remuneration increases; 2 In practice, the members of the Board of Officers may take leave of absence from their activities for private or personal reasons, providing they are properly authorized. Cases of vacancy or of temporary impediments shall also be considered possible motives of suspension from office; Continuity of the performance of activities of a member of the Board of Officers could not be spoken of in the occurrence of these situations. Although they remain statutory by “right”, they would not be statutory de “facto”, which could impair/hinder the performance of their duties and the running of the Bank’s business; These potential absences of members of the Board of Officers shall observe criteria of authorization, of periodicity and of assumption of their duties by another member of the Board of Officers (laterality – established in the new management dynamics); The By-laws of Bradesco, Itaú and Unibanco contemplate the situations of absence of members of the board;


25

over thirty consecutive days, or in case of a vacancy, until the elected substitute takes office, upon assignment by the President and approval, during the period of substitution where the substitute applied their functions, by the Board of Directors.

§ 4º. In the paragraphs 1 to 3 of this article, the Vice-president or Director will accumulate its functions with the ones of the President, the Vice-president or the Director, upon assignment, without addition remuneration.

§ 4 – unaltered

Art. 26. The Bank’s Executive Board members are entitled to annual paid leave, double compensation shall not be paid for annual paid leave not taken during the period permitted.

Excluded: adjustment to the new remuneration method of the members of the Executive Board – exclusion of remunerated annual leave

Representation and appointment of attorneys in fact

Art. 27. The out-of-court representation and appointment of the Bank’s attorneys-in-fact shall be made by the President or any of the Vice-Presidents and, within the limits of their duties and powers, by the Executive Board members. Representation in court shall be made by the President, Vice-Presidents or the legal officer, anyone is responsible for conferring power of attorney.

§ 1.º The power of attorney shall state the acts or operations that shall be carried out as long as it is effective and may be separately conferred by any member of the Executive Board, pursuant to the provisions of paragraph 2 of article 29 of these bylaws. The power of attorney may be valid for an indefinite term.

§ 2.º Power of attorneys shall remain valid even though its signatory retires from the Bank’s Executive Board, except if such document is expressly revoked.

Representation and constitution of proxies

Art.27 The judicial and extrajudicial representation and the constitution of proxies of the Bank are incumbent, individually, upon the President or any of the Vice-Presidents and, within the limits of their duties and powers, upon the Officers. The grant of writ of mandate is incumbent upon the President, the Vice-Presidents and the Legal Officer.

Art. 27 – main provision– wording adjustments: expansion of legal representation to the Officers - art. 138, § 1 and art. 144, of LSA.

Executive Board duties

Art. 28. The Executive Board shall comply with and enforce these bylaws and the resolutions taken during General Meetings and Board of Directors’ meetings and exercise the duties established by this Board, always in line with good banking practices and corporate government procedures.

Duties of the Executive Board

Art.28. It is incumbent upon the Executive Board to comply and enforce compliance with these By-laws, the decisions of the General Meeting of Shareholders and of the Board of Directors and to perform the duties defined therefor by this Board, always observing the principles of good banking technique and good practices of corporate governance.

Art. 28 – Wording adjustments


26

Board of Officers Duties

Art. 29. The duties of the Board of Officers are as follows:

I – to submit to the Board of Directors, through the President of the Bank, or through a coordinator assigned by the president, proposals for their resolution, especially on the matters listed in items I III, IV, the head, VIII, XII, XIII and XIV of article 21 of these bylaws;

II – to enforce the Bank’s policies, corporate strategies, general business plan, master plan and overall budget;

III – to approve and enforce each market plan, executive office budget and directions of the Bank;

IV – to approve and enforce the allocation of funds for operating and investment activities;

V – to authorize the sale of fixed assets, recording of liens, pledging of guarantees for third-party liabilities, waiving of rights, business transaction and negotiated discounts, being able to delegate these powers with express limitations;

VI – to decide on career, salary, advantage and benefit plans and approve the human resources regulations of the Bank, pursuant to prevailing legislation;

VII – to distribute and invest recorded profits, as determined at the General Meeting or Board of Directors meeting, pursuant to prevailing legislation;

VIII – to decide on the creation, installation and closing of branch offices, branches or agencies, offices, facilities or other services units in Brazil or abroad, being able to delegate these powers with express limitations;

IX – to decide on the internal organization of the Bank, the administrative structure of executive offices and the creation, extinction and functioning of the Executive Board committees

Duties of the Board of Officers

Art. 29. The following are duties of the Board of Officers:

I – submit to the Board of Directors, through the Bank’s President, or by the Coordinator designated thereby, proposals for its decision, especially about the matters listed in subsections I, II, VII, VIII and IX of art. 21 of these By-laws;

II – enforce execution of the policies, the corporate strategy, the investment plan , the master plan and the general budget of the Bank;

III – approve and enforce execution of the market plan and the work agreement;

IV -

V -

VI -

VII -

VIII -

IX – decide on the internal organization of the Bank, the administrative structure of the directorates and the creation, discontinuation and functioning of committees in the sphere of the Executive


Subsection I – Adjustments for adaptation to the alterations of art. 21

Subsection II – inclusion of the investment plan, exclusion of the general business plan and alteration to general budget, in alignment with the documents provided for in the Strategic Architecture, the approval of which lies within the jurisdiction of the Board of Directors and the implementation of which lies within the jurisdiction of the Board of Officers.

Subsection III – exclusion of the budget by directorates and guidelines and inclusion of the work agreement, in alignment with the documents provided for in the Strategic Architecture the approval of which lies within the jurisdiction of the Board of Officers.

Subsections IV to IX – unaltered.

IX – wording adjustment


27

and administrative units;

X – to determine the jurisdiction of executive offices and the duties and jurisdictions of committees, administrative units, regional bodies, the distribution network and employees of the Bank, being able to delegate these powers with express limitations;

XI – to authorize, after verifying in advance the security and proper remuneration, the granting of funds to charitable entities and communication companies, as well as the funding of public utility works, being able to delegate these powers with express limitations;

XII – to decide on the contributions to foundations created by the Bank for them to attain their social objectives, limited to 5% of the operating result per year;

XIII – to approve criteria for selecting and nominating members for the boards of companies and institutions in which the Bank, its subsidiaries, and controlled or associated companies hold interests or are entitled to nominate a representative; and

XIV – to decide on situations not included in the duties of other management bodies and on extraordinary matters.

§ 1.º The decisions of the Board of Officers shall be followed by the entire Executive Board.

§ 2.º The powers referred to in items, V, VIII, X and XI of this article, when aimed at producing effects in third parties, shall be conferred by a power of attorney signed by the President and a Vice-President or by two Vice-Presidents.

Board and of administrative units;

X – fix the levels of authority of the Executive Board and of its members and the duties and levels of authority of the committees and of the administrative units, of the regional bodies, of the distribution networks and of the other bodies of the internal structure, besides those of the Bank employees, allowing the granting of these powers with express limitation;

XI -

XII –

XIII –

XIV –

§ 1.

§ 2. The grants of powers provided for in subsections V, VIII, X and XI of this article, when designed to produce effects before third parties, will be formalized by means of a power of attorney signed by the President and a Vice-President or by two Vice-Presidents.

Subsection X – wording adjustment - adaptation of the terminology used for the Bank’s bodies to the current organizational structure and alignment to art 47.

Subsections XI to XIV – unaltered

§ 1 - unaltered

§ 2. – wording adjustment


28

Duties of each Executive Board member

Art. 30. Each Executive Board member shall comply with and enforce these bylaws, the resolutions of General Meetings and meetings of the Board of Directors, and joint decisions of the Board of Officers and Executive Board. They also have the following duties:

I – The President shall:

a) chair the General Meeting, convene and chair the Board of Officers and Executive Board meetings and oversee the performance of the last;

b) propose to the Board of Directors the number of members of the Executive Board, indicating for election the names of the Vice-Presidents and Executive Officers;

c) propose to the Board of Directors the duties of the Vice-Presidents and Executive Officers, as well as eventual reorganization;

d) oversee and coordinate the work of the Vice-Presidents, the legal officer and other officers or units under their direct oversight; and

e) appoint, remove, assign, promote, commission, punish and dismiss employees, being able to confer these powers with express limitations;

f) appoint, among the Vice-Presidents, the Coordinator with the specific purpose to call and to run, in their absences or impediments, the Executive Board and Board of Directors meetings.

II – each Vice-President shall: manage, oversee and coordinate the areas assigned to them and the work of Executive Officers and units under their direct oversight:

a) each Vice-President: manage, oversee and coordinate the activities of the executive board and units under their responsibility;

Individual duties of the members of the Executive B oard

Art. 30.

I - of the President:

a) preside over the General Meeting of Shareholders, convene and preside over the meetings of the Board of Officers and of the Executive Board and supervise their work and activity;

b)

c)

d) supervise and coordinate the work and activity of the Vice-Presidents, of the Officers and heads of units that are under his direct supervision;

e) appoint, remove, assign, promote, commission, punish and dismiss employees, with the ability to grant these powers with express limitation;

f) appoint, among the Vice-Presidents, a coordinator with the purpose of convening and presiding over the meetings of the Board of Officers and of the Executive Board in his absence or impediment.

II – of each Vice-President:

a) administer, supervise and coordinate the areas that are assigned thereto and the performance of the Officers and Units that are under his direct supervision;

b)


Paragraph “a’’ – wording adjustment

Paragraphs ‘b” and “c” – unaltered

Paragraphs “d” – wording adjustment – exclusion of ‘e’

Paragraph “e” – alignment with art. 47

Paragraph “f” – exclusion of the term specific

Subsection II, paragraph “a” – adjustment


29

b) coordinate the Executive Board and Board of Directors meetings, upon assignment by the President;

§ 1.º The coordinator assigned by the President to call and to run the Executive Board and Board of Directors meetings will not pronounce quality vote and will not be remunerated by the exercise of this function.

§ 2.º The individual attributions of the Directors will be applied, in their absences or impediments, by the Management Committee of its respective Directorships, in agreement with the Executive Board Regiment and the legal restraint settled by the Board of Officers.

III – each Executive Officer shall:

a) manage, oversee and coordinate the activities of the executive board and units under their responsibility;

b) approve the Bank’s internal guidelines within the sphere of their respective duties;

c) provide assistance to the work of the Board of Officers within the sphere of their respective duties; and

d) carry out other tasks assigned to them by the Executive Board member that they report to.

III – of each Officer:

a)

b) advise on works of the Board of Officers, in the sphere of the respective attributions; and

c) execute other tasks that are assigned thereto by the member of the Board of Officers to whom he is related to.

§ 1.

§ 2 The individual duties of the President, Vice-Presidents and the Officers will be exercided, in their absences or impediments in the form of art. 26, according to the provisions established in the Internal Regulations of the Executive Board and of the Board of Officers, the rules about competences the decision, the competent jurisdiction and other procedures fixed by the Board of Officers.

Paragraph “b” - unaltered

Subsection III: main provision unaltered

Paragraph “a” - unaltered

Paragraph “b” excluded – other paragraphs unaltered;

Paragraphs “c” and “d” become “b” and “c”. The rules are approved by the Management Committee of the Boards and Units.

§ 1. - unaltered

§ 2 adjust wording to align às situations of ausências contempladas in the new art. 26 and com the new management dynamics


30

Operation

Art. 31. The operation of the Executive Board and Board of Officers shall be governed by its Internal Rules, pursuant to the provisions of this article.

§ 1.º The Executive Board shall meet on a regular basis once every three months and on extraordinary basis whenever convened by the Bank’s President or by the Coordinator assigned by him.

§ 2.º The Board of Officers:

I – is a body for taking joint resolutions and should meet on a regular basis at least once a week and on extraordinary basis whenever convened by its President or by the Coordinator assigned by him, taking into account that it requires the attendance of the majority of its members, either effective or alternate, including its President;

II – resolutions are approved upon the favorable vote of the majority of the attending members, and the President shall have the casting vote; and

III – once a decision is made, the Board of Officers members shall take measures to implement it.

§ 3.º The Board of Officers shall be assisted by an executive secretariat, being the President responsible for assigning its member.

Operation

Art. 31. The operation of the Executive Board and of the Board of Officers will be regulated by means of their Internal Regulation, in compliance with this article.

§ 1

§ 2. The Board of Officers:

I – is a collegial decisory body, which shall meet, ordinarily, at least once a week and extraordinarily, whenever convened by the President or by the Coordinator designated hereby, requiring, in any case, the presence of at least the majority of its members;

II – the decisions require at least , the approval of the majority of members present; in case of a tie, the vote of the President will prevail; and

III –

§ 3

Art. 31, Main provision –wording adjustment

§ 1 - unaltered

§ 2:

Subsection I – wording adjustment

Subsection II – wording adjustment

Subsection III and § 3. – unaltered

Section IV – Segregation of duties

Art. 32. Management bodies must, within their respective duties, follow the following rules for segregation of duties:

I – the executive offices or units responsible for accounting, controllership and internal controls cannot be under the direct oversight of the Vice-President to whom the Executive Officer in charge of any other administrative activity reports, except for the Executive Officers or units responsible for risk management or credit loan recovery;

II – the executive offices or units responsible for risk assessment cannot be under the direct

Art. 32.

Inalterado


31

oversight of the Vice-President to whom the Executive Officer in charge of extending credit or pledging guarantees reports, except for cases of credit recovery; and

III – Vice-Presidents, Executive Officers or any person responsible for the management of the Bank’s own assets cannot manage the assets of third parties nor oversee a subsidiary or controlled company of the Bank responsible for this activity.

Section V – Audit Committee

Art. 33. The Audit Committee, whose duties and responsibilities are provided for by the legislation, shall be composed of three effective members and one alternate, who will serve for an annual term of office, which can be extended for no longer than five years, pursuant to the applicable rules.

§ 1.º The Audit Committee’s compensation shall be set by the Board of Directors and shall be compatible with the work plan approved by such Board, provided that:

I - The compensation of Committee members shall not exceed the average fees received by Executive Officers;

II - In the case of civil servants, their compensation for participating in the Audit Committee shall be subject to the provisions of the applicable legislation and rules;

III - The Audit Committee member who is also a member of the Board of Directors shall choose the compensation of only one of his or her positions;

IV - The alternate member shall assist the effective members in the work of the Committee, however they will not have the right to vote in this capacity.

§ 2.º In addition to the impediments provided for in article 13 of these bylaws, the office at the Audit Committee shall be taken provided that basic conditions and other requirements of the effective

Art. 33

§ 1. The members of the Audit Committee will be elected by the Board of Directors, in compliance with the provisions of these By-laws and the following criteria:

I - a regular member will be chosen among those appointed by the members of the board of directors elected by the minority shareholders;

II- two regular members will be chosen among those appointed by the members of the board of directors representing the Federal Government;

III –at least one of the members of the Audit Committee shall have proven knowledge in the areas of accounting and auditing.

§ 2. The alternative member will help the incumbents in the work of the Committee, yet without the right to vote, when in this capacity

§ 3 A member of the Audit Committee that fails to appear, with or without justification, at three consecutive meetings or four alternate meetings during the period of twelve months, excepting in the case of force majeure or an Act of God, and, at any time by decision of the Board of Directors, will lose


N.B.: the order of the paragraphs was altered .

§ 1 - old § 3. – wording adjustments

Subsections I and II - guarantee the prerogative of the appointments to become a member of the Audit Committee

§ 2 – old subsection IV of § 1.

§ 3. - old § 4.


32

legislation are met, and its members are prohibited, during the term, to acts occurring the exercise of its activities, related to items in article 23, paragraph 6 of these bylaws.

§ 3.º Audit Committee members shall be elected by the Board of Directors, in accordance with the provisions of these bylaws and the following criteria:

I - an effective member shall be chosen from the members of the Board of Directors elected by minority shareholders;

II - an effective member shall be chosen from the members of the Board of Directors appointed by the Ministry of Finance;

III - at least one of the Audit Committee members shall have proven accounting and audit knowledge.

§ 4.º The Audit Committee member who fails to attend, with or without justification, three consecutive regular meetings or four alternate meetings over a twelve-month period, except when due to major force or fortuitous events, shall loose his or her term of office during its term of office, as well as by a decision of the Board of Directors at any time.

§ 5.º The Audit Committee shall have the following duties, in addition to those provided for by its own legislation:

I - to assist the Board of Directors with respect to exercising its audit and oversight duties;

II - to oversee the activities and review the work of independent auditors;

III - to carry out its duties and take on its responsibilities before companies controlled by Banco do Brasil that opt for the system of a single Audit Committee.

§ 6.º The operation of the Audit Committee shall be governed by its internal rules, pursuant to the following:

I - the chief auditor shall attend Committee meetings without voting rights;

II - it shall meet at least quarterly with the

the position.

§ 4 The Audit Committee has the following duties, besides others established in the actual legislation:

I - advise the Board of Directors as concerns the performance of its auditing and supervisory roles;

II - supervise the activities and evaluate the work of the independent audit firm;

III - perform its duties and responsibilities at the companies controlled by Banco do Brasil that have adopted the single Audit Committee regime.

§ 5 The operation of the Audit Committee will be regulated by means of its internal regulation, observing that:

I - it will meet at least on a quarterly basis, with the Board of Officers, with the independent auditors and with the Internal Audit Department, jointly or separately, at its sole discretion;

II- the Audit Committee may invite the following individuals to take part in its meetings, without the right to vote:

a) members of the Fiscal Council;

b) the incumbent and other representatives of the Internal Audit department; and

c) any members of the Executive Board or employees of the Bank.

§ 6 The remuneration of the members of the Audit Committee, to be defined by the Board of Directors, will be compatible with the work plan approved by this Collegial body, observing that:

I - the remuneration of the Committee members will be no higher than the average fee received by the Officers;

II –in the case of public officials, their remuneration for participation in the Audit Committee will be subject to the provisions established in the pertinent

§ 4 - old § 5

§ 5 – remunerated and wording adjustment:

Subsection I – excluded – content remanaged to paragraph II.

Subsections II and III – wording adjustments to adapt the nomenclatures used at the Bank and establish that the meetings can be joint or not, at the sole discretion of the Audit Council.

Paragraph “c” – alignment to art. 47

§ 6 - old § 1

§ 6 – wording adjustment (members of the Audit Committee)


33

institution’s executive board, the independent auditors, and the internal audit unit to check the implementation of its recommendations;

III- the Audit Committee may invite the following to its meeting without voting rights:

a) members of the Board of Auditors; and

b) any member of the Executive Board or employee of the Bank.

§ 7.º In the end of term, the former member, effectives or alternates, of the Audit Committee, shall follow the impediment provided of article 23, paragraph 6 of these bylaws, pursuant paragraphs 7 to 12 of the same article.

legislation and regulation;

III - the member of the Audit Committee that is also a member of the Board of Directors shall opt for the remuneration relating to only one of the posts. § 7 At the end of the term of office, the former members of the Audit Committee, regular or alternate, are subject to the impediment provided for in § 6 of art. 24 of these By-laws, in compliance with §§ 7 to 11 of the same article.

§ 7 – wording and remission adjustments

Section VI – Internal Audit

Art. 33-A The Bank shall have an Internal Audit subordinated to the Board of Directors whose duties and fees are provided for in its own rules.

Sole paragraph. The Internal Audit member shall be chosen among Banco do Brasil’s effective employees and appointed or removed from office by the Board of Directors, pursuant to the provisions of article 22, paragraph 3, item I of these bylaws.

Art. 34 The Bank will have an Internal Audit department, subordinated to the Board of Directors.

Sole Paragraph. The incumbent of the Internal Audit department will be chosen from among active employees of the Bank and appointed and dismissed by the Board of Directors, in compliance with the provisions of art. 22, § 3, I, of these By-laws.

Art. 34, Main provision: remunerated and wording adjustment, besides adaptation to the nomenclature used at the Bank.

Sole paragraph – exclusion of the expression as proposed by the Board of Officers

Seção VII – Ouvidoria Art. 33-B The Bank will make use of an Ombudsman that will have the purpose to act as communication channel between the Institution, customers and users, allowing them to search the solution in their relationship with Banco do Brasil, by means of register claims, denunciations and suggestions.

§ 1º Besides the legal ones, the Ombudsman attributions are:

I- to receive, register, instruct, analyze and give formal and adequate treatment to the customers and users claims;

II- to give the necessary explanations concerning the course of its demands and

Art. 35

§ 1

I -

II -

Remunerated.

Main provision, § 1 and subsections I and II - unaltered


34

the steps;

III- to inform the deadline for reply, which cannot take more than thirty days and must be sent in this period;

IV- to propose to the Board of Directors corrective measures or improvement to procedures and institution routines;

V- to build and send to the Internal Audit, Audit committee and Board of Directors, half yearly reports on its performance with the proposals mentioned in the previous items.

§2º The Ombudsman performance will be issued by the transparency, independence, fairness, having conditions adjusted for its effective functioning.

§3º The Ombudsman will have assured access to the necessary information for its performance, being able, in such way, to request information and documents for the exercise of its activities, observed the relative legislation to the secrecy banking.

§4º The Ombudsman function will be played by an effective employee, with compatible commission of the Ombudsman attributions, which will have 1 (one) year term, renewable for equal periods, being assigned and resigned, any time, by the Bank’s President.

§5º The employee assigned for the position of ombudsman will not receive other remuneration but the one that the position originally requires.

III- inform the deadline established for final response.

IV -

V -

§ 2

§ 3

§4 The role of Ombudsman will be performed by an active employee, holder of a commission compatible with the duties of the Ombudsman department, who will have a term of office of one (1) year, renewable for equal periods, designated and removed, at any time, by the Bank’s President.

§5 The employee designated to perform the duties of ombudsman will not receive any remuneration other than that established for the commission that he originally occupies.

Subsection III altered – not necessary to establish deadline in the By-laws

§§ 4 and 5 – alignment to art. 47

CHAPTER VI – FISCAL COUNCIL

Composition

Art. 34. The Board of Auditors shall operate on a permanent basis and be composed of five effective members and their respective alternates, who shall be elected annually at the Annual General Meeting, where minority shareholders will be able to elect two members. § 1.º The representatives of the Federal Government in the Board of Auditors shall be

Composition

Art.36.

§ 1

Art. 36 - Remunerated

Main provision and § 1 - unaltered


35

appointed by the Ministry of Finance, one of who shall be a representative of the National Treasury.

§ 2.º The compensation of the Board of Auditors members shall be set at the Meeting in which they were elected.

§ 3.º In addition to the individuals referred to in article 13 of these bylaws, members of management bodies and employees of the Bank or controlled companies, as well as the spouses and relatives up to the third degree of an administrator of the Bank are not eligible for the Board of Auditors.

§ 4.º The members of Board of Auditors will take office as of their respective election irrespective of whether they sign the related statements.

§ 5.º Before the first Board of Auditors meeting after the election, the new members of the Board of Auditors shall sign the Statement of Consent from Board of Auditors Members for Compliance with the Novo Mercado Listing Rules set out by the São Paulo Stock Exchange (BOVESPA).

§ 2 The remuneration of the fiscal council members will be fixed by the General Meeting that elects them.

§ 3 Besides the persons referred to in art. 13 of these By-laws, members of the Management bodies and employees of the Bank, or of a company controlled hereby, and the spouse or relative, up to third degree, of a Bank director, cannot be elected to the Fiscal Council either.

§ 4

§ 5 The fiscal council members shall, by the first meeting of the Fiscal Council that occurs after the respective election, sign the Record de Consent of members of the Fiscal Council to the Listing Regulation of the New Market of BOVESPA – São Paulo Stock Exchange.

§§ 2 and 5 - wording adjustments

§ 3 – alignment to art. 47

§ 4 unaltered


36

Operation

Art. 35. Pursuant to the provisions of these bylaws, the Board of Auditors shall elect its President and approve its internal rules by favorable vote of at least four of its members.

§ 1.º The Board of Auditors shall meet on a regular basis once a month and on an extraordinary basis whenever considered necessary by its members or the Bank’s management.

§ 2.º A member of the Board of Auditors who fails to attend three consecutive monthly meetings or four alternate monthly meetings during his/her term of office without justification, except for force majeure or fortuitous event, shall be removed from office.

§ 3.º Except for the events provided for in the head of this article, the matters submitted to the Board of Auditors shall be approved upon the favorable vote of at least three of its members.

Operation

Art. 37.

§ 1

§ 2

§ 3

Art. 37 - Remunerated

Art. 36. Upon request of any of its members, the Board of Auditors shall ask the management bodies for information or explanations related to its oversight duty and the preparation of financial or special accounting statements.

Excluded – rule of law -art. 163, LSA

Art. 37. The members of the Board of Auditors shall attend the Board of Directors’ meetings where matters that require their opinion are resolved.

Sole paragraph. The Board of Auditors shall be represented by at least one of its members at General Meetings and shall provide information requested by shareholders.

Art.38.

Remunerated

Disclosure and other requirements

Art. 38. The members of the Board of Auditors who hold shares of the Bank must also comply with the duties provided for in article 17 of these bylaws.

Duty to inform and other obligations

Art.39.

Remunerated


37

CHAPTER VII – FISCAL YEAR, PROFIT, RESERVES AND DIV IDENDS

Fiscal year

Art. 39. The fiscal year shall be the same of the calendar year, ending on December 31 of each year.

Fiscal year

Art.40.

Remunerated

Financial statements

Art. 40. Financial statements shall be prepared at the end of each six-month period and interim balance sheets shall be prepared as of any date whenever considered necessary, including purposes of payment of dividends, pursuant to legal requirements.

§ 1.º In addition to meeting legal requirements and regulations the financial statements for the quarters, six-month periods and years shall contain the following:

I – consolidated balance sheet, consolidated statement of operations and statement of cash flows;

II – statement of added value;

III – comments on consolidated performance;

IV – ownership interest of any and all shareholders who directly or indirectly hold more than 5% of the Bank’s capital stock;

V – number and characteristics of securities issued by the Bank directly or indirectly held by the controlling shareholder, senior managers and members of the Board of Auditors;

VI – change in the securities held by the individuals referred to in the previous item over the immediately prior twelve-month period; and

VII – number of shares outstanding and their percentage in relation to the total issued shares.

§ 2.º The financial statements for the year shall

Financial statements

Art.41.

§ 1

III – comments about the consolidated performance; § 2 indicators and information about the Bank’s socioenvironmental performance will also be presented in the financial statements of the year.

Remunerated

Main provision, § 1 and subsections I, II, IV, V, VI and VII – not altered

Subsection III – wording adjustment

§ 2 – wording adjustments to better describe the information relating to the Bank’s socioenvironmental work and activity that is disclosed in the financial statements.


38

include the Bank’s balance sheet.

Art. 41 The quarterly, half-yearly and yearly Financial Statements shall also be prepared in English, and, at least the yearly Financial Statements in accordance with international accounting standards.

Art.42 Remunerated

Use of proceeds

Art. 42. After offsetting any accumulated losses and deducting the provision for income tax from the result for the six-month period, the proceeds shall be distributed as follows, pursuant to the limits and conditions provided for by the law:

I- legal reserve;

II- reserve for contingencies and unrealized profit reserves, if applicable;

III- payment of dividends, in accordance with the provisions of articles 43 and 44 of these bylaws;

IV- in relation to the balance remaining after the prior uses:

a) setting up of the following statutory reserves:

1 - reserve for operating margin with the purpose of guaranteeing an operating margin compatible with the development of the company’s operations, at an amount from up to 100% of net income to 80% of capital stock;

2 - reserve for dividend equalization with the purpose of guaranteeing funds for paying dividends, at an amount from up to 50% of net income to 20% of capital stock;

b) other reserves and retained profits provided for in the legislation.

Sole paragraph. Upon setting up reserves, the following rules shall be followed:

I- reserves and profit retention to which item IV refers cannot be approved at the expense of

Distribution of profit

Art.43.

I -

II -

III – payment of dividends, in compliance with the provisions of articles 44 and 45 of these By-laws;

IV –

1-

2-

Remunerated

Main provision and subsections I and II – unaltered

Subsection III – Remission adjustment

Subsection IV and sole paragraph - unaltered


39

the distribution of the minimum mandatory dividend;

II- the revenue reserve balance, except contingencies and unrealized profit, cannot exceed the capital stock;

III- the distribution of proceeds over the year shall be as proposed by the Board of Officers, approved by the Board of Directors and decided on by the Annual Shareholders Meeting as addressed in paragraph 2 of article 9 of these bylaws, when the percentages used for setting up statutory reserves provided for in subitem (a) of item IV of the head of this article shall be explained.

b)

Sole paragraph

I-

II-

III-

Mandatory dividend

Art. 43. Shareholders are entitled to a minimum mandatory dividend every six-month period equal to 25% of adjusted net income, as provided for by law and these bylaws.

§ 1.º The dividend for the six-month periods of each fiscal year shall be declared through an Board of Officers document approved by the Board of Directors.

§ 2.º The amount of dividends payable to shareholders shall incur financial charges, as provided for by the legislation, as of the end of the six-month period or fiscal year in which they were calculated until the effective collection or payment date, without prejudice to the levy of interest on arrears, in the event this payment is not made on the date established by the law, in a Shareholders’ Meeting or an Board of Officers resolution.

§ 3º Interim dividends may be distributed in periods shorter than that established in the head of this article, pursuant to the provisions of article 21, item 3, subitem (a), article 29, items I and VII, and article 43, paragraph 1 of these bylaws.

Compulsory dividend

Art. 44.

§ 1

§ 2 The amounts of the dividends due to the shareholders will incur incidence of financial charges as set forth in the legislation, from the closing of the semester or of the fiscal year in which they are determined up to the day of effective deposit or payment, without prejudice to the incidence of interest on arrears when this payment is not verified on the date stipulated by law, by the General Meeting or by decision of the Board of Officers.

§ 3 The distribution of interim dividends is permitted in periods shorter than that provided for in the “caput” of this article, in compliance with the provisions of articles 21, II, “a”, 29, I and VII, and 44, §1, of these By-laws.

Remunerated

Main provision and § 1 - unaltered


§ 3 – Remission adjustment

Interest on own capital Interest on own capital


40

Art. 44. Pursuant to the applicable law and as provided for by the resolution of the Board of Directors, the Board of Officers may authorize the payment or credit to shareholders of interest on own capital, as well as the addition of such amount to the mandatory minimum dividend.

§ 1.º The Board of Officers shall be responsible for setting the amount and date of payment or credit of each portion of interest, authorized as provided for in the head of this article.

§ 2.º The amounts of interest on own capital payable to shareholders shall incur financial charges, as provided for by the legislation, as of the end of the six-month period or fiscal year in which they were calculated until the effective collection or payment date, without prejudice to the levy of interests in arrears, in the event this payment is not made on the date established by the law, in a General Meeting or an Board of Officers resolution.

Art.45. § 2 The amounts of interest due to the shareholders, as remuneration on own capital, will incur incidence of financial charges, as established in § 2 of the foregoing article.

Remunerated

§ 2 – eliminate the repetition of the text of § 2 of art. 44 (ex- 43)

CHAPTER VIII – MARKET RELATIONS

Art. 45. The Bank shall:

I – hold a public meeting at least once a year with market analysts, investors and other stakeholders to disclose information on its economic and financial position, projects and prospects;

II - send to the stock exchange where its shares are most traded, in addition to other documents required by law:

a) the annual calendar of corporate events;

b) share and security option plans solely for Bank employees and senior managers, if any; and

c) documents made available to shareholders based on a resolution of a General Meeting;

III – disclose on its internet page, among other matters, the information:

a) mentioned in articles 40 and 41 of these bylaws;

b) disclosed at the public meeting referred to in

Art. 46.

I – will hold, at least once a year, the public meeting with market analysts, investors and other stakeholders, to disclose information about its economic/financial situation, as well as projects and outlooks;

a)

b) call option programs involving shares or other securities issued by the Bank, intended for its employees and directors, if any; and

c)

III -

a) referred to in arts. 41 and 42 of these By-laws;

b)

Remunerated

Main provision and subsection I – wording adjustment

subsection II:

“a” - unaltered

“b”- alignment to art. 47

“c” - unaltered

Subsection III:

Main provision - unaltered

“a”- remission adjustment


41

item I of this article; and

c) provided to the stock exchange as provided for in item II of this article;

IV – adopt measures in order to dilute ownership when distributing new shares, such as:

a) guaranteeing access to all interested investors; or

b) distributing at least 10% of issued shares to individuals or non-institutional investors.

c)

IV -

a) assurance of access, to all the interested investors, or

b)

“b” and “c” -unaltered

Subsection IV:

Main provision - Unaltered

“a” – wording adjustment

Paragraph “b” – Unaltered

CHAPTER IX – SPECIAL PROVISIONS

Employment in the Bank

Art. 46. Only Brazilian citizens are eligible to work in the Bank in Brazil.

Sole paragraph. Portuguese citizens resident in Brazil may also be employed by the Bank, provided that they are entitled to equal rights and have equal civil obligations and enjoy legally recognized political rights.

Admission to the Bank’s staffs

Art.47. Only Brazilians will be granted admission to the Bank’s staffs in the country.

Sole paragraph.

Remunerated and wording adjustment for adaptation to the CLT regime

Sole paragraph. – unaltered.

Art. 47. Employees shall be admitted by means of a public examination.

Sole paragraph. Professionals that provide special assistance to the President may be temporarily admitted and terminated, respecting the maximum allocation of three positions as Special Advisor to the President and one as Private Secretary for the President.

Art. 48. Admission to the staffs of the Bank will take place through approval in a public competitive examination test.

§ 1 The Bank’s employees are subject to labor legislation and to the internal regulations of the company.

§ 2 Professionals may be hired, on a trial basis and dismissible “ad nutum”, to perform the roles of special advisor to the President, observing the maximum allocation of three Special Advisors to the President and one Private Secretary to the President.

Remunerated. Main provision – Wording adjustment and adaptation to art. 47 Inclusion of § 1 – private regime

§ 2 – remunerated and wording adjustment. Exclusion of the term “position”.

Official publications

Art. 48. The Board of Officers shall publish in the Official Gazette of the Federal Executive, after approval by the Ministry of Finance:

I – Rules for public tenders;

Official publications

Art. 49. The Board of Officers will arrange for publication of in the Official Federal Gazette, of the Regulation of Bids of Banco do Brasil.

Remunerated

Main provision modified Encourage best governance practices so that the wishes of the controlling shareholder are expressed by means of the competent statutory


42

II – Personnel Regulations, comprising the rights and obligations of employees, the disciplinary system and rules on determining responsibility;

III – the staff, with the description, in three columns, of the total number of employees and the number of positions filled and vacant, classified by career or category, on June 30 and December 31 of each year; and

IV – the salary, benefits, advantages and any other items that make up an employee's compensation.

bodies;

Maintenance of subsection I conjugated with the main provision – interest of the stakeholders

Exclusion of subsections II, III and IV :

the job and salary plan (subsection IV) is filed at the Ministry of Labor, with no need for publication; there is no rule of Law imposing the publication of the Personnel Regulation;

N.B. The subject can be regulated in the Internal Regulation of the Board of Officers.

Credit and market risk assessment

Art. 49. The Bank shall periodically engage an external audit firm to evaluate the process for assessing credit and market risk and approving transactions adopted by the Bank, and submit the results of this work for the review by the Board of Directors, the Board of Officers and the Board of Auditors.

Credit, operational and market risk analysis

Art. 50 The Bank will periodically contract an external audit firm to evaluate the credit, market and operational risk analysis process, and the process of deferral of operations of the Institution, submitting the results of the work to the examination of the Board of Officers, Fiscal Council and Board of Directors.

Adjustment in the subtitle

Remunerated

Inclusion of the operational risk – wording adjustments

Arbitr ation

Art. 50 The Bank, its shareholders, senior managers and the members of the Board of Auditors agree to resolve through arbitration any and all disputes or controversies that may arise among them, especially those related to or arising from the application, validity, effectiveness, construction, violation and related effects of the provisions of the Corporate Law, the Bank’s bylaws, the rules issued by the National Monetary Council, the Brazilian Central Bank and the Securities and Exchange Commission, as well as other rules applicable to the overall operation of capital market, those provided for by the Novo Mercado Listing Rules of Bovespa, the Arbitration Rules of the Arbitration Chamber and the Novo Mercado Membership Agreement.

§ 1º The provisions included in the head of this article are not applicable to disputes or controversies related to the Bank’s own activities , as an institution that takes part in the National Financial System, and those activities provided for in article 19 of Law 4595/64 and other laws that assign to it the duties of financial agent, administrator or manager of

Arbitration

Art. 51 The Bank, its shareholders, officers and members of the Fiscal Council undertake to resolve, by means of arbitration, each and every dispute or controversy that might arise among them, related to, or originating from, especially, the application, validity, effectiveness, interpretation, violation and their effects, of the provisions contained in the Corporation Law, in the Company By-laws, in the rules published by the National Monetary Council, by the Central Bank of Brazil and by the Securities Commission, and in the other rules applicable to the operation of the capital market in general, besides those contained in the Listing Regulation of the New Market of BOVESPA, the Arbitration Regulation of the Arbitration Panel and the Contract for Participation in the New Market.

§ 1 The contents of the main provision do not apply to the disputes or controversies that refer to the Bank’s own activities, as an institution from the National Financial System, and to the activities established in art. 19 of Law nº 4,595, of December

Remunerated

Main provision – wording adjustment



43

government funds.

§ 2º The head of this article does not include disputes or controversies that involve rights that it is not entitled to.

31, 1964, and other laws that assign it roles of financial agent, administrator or manager of public funds.

§ 2

§ 2 – unaltered

Art. 50-A As provided for by the Board of Directors, the Bank shall guarantee to the current and former members of the Board of Directors, Board of Auditors, Executive Board, as well as the Audit Committee and other technical or advisory bodies created in accordance with these bylaws, defense in lawsuits and administrative proceedings against them filed due to acts occurring during the term of their office, provided that no fact is found that may result in a civil liability lawsuit or that may conflict with the interests of the Bank, its subsidiaries or its controlled or affiliate companies.

Sole paragraph. The Board of Directors may also, pursuant to its own provisions, as the case may be, with respect the head of this article, authorize the taking out of an insurance policy on behalf of the current and former members of statutory bodies listed in the head of this article to protect them from liability arising from acts or facts which they may occasionally defend in court or administratively, covering the term of their respective offices.

Art.52

Sole paragraph. The Board of Directors may also, in the manner defined thereby and in compliance, as applicable, with the contents of the main provision of this article, authorize the contracting of insurance on behalf of the members and former members of the statutory bodies listed in the main provision to safeguard them from liability for acts or events for which they might be legally or administratively challenged in the future, covering the entire period of exercise of their respective terms of office.

Remunerated

Main provision - not altered

Sole paragraph – wording adjustment

CHAPTER X – OBLIGATIONS OF THE CONTROLLING SHAREHOLDER

Disposal of control

Art. 51. The direct or indirect disposal of the Bank’s shareholding control, whether through one transaction or successive transactions, may only be made on the suspensive or resolutory condition that the acquirer undertakes to make a public offering to other shareholders, thus assuring them tag-along rights, in accordance with the conditions and terms provided for by the effective legislation and the Novo Mercado Listing Rules.

§ 1.º The public offering, provided for in the head of this article, shall also be made when there is a

Sale of controlling interest

Art.53. The direct or indirect sale of the Bank’s controlling interest, both by means of a single operation, and by means of successive operations, can only be contracted under the suspensive or resolutive condition, that the acquirer undertakes to, in compliance with the conditions and terms provided for in the current legislation and in the Listing Regulation of the New Market of BOVESPA, organize a public offering of acquisition of the shares of the other shareholders, guaranteeing that these receive treatment equal to that provided to the selling

Remunerated

Main provision and § 3 – wording adjustment

Other provisions - unaltered


44

paid assignment of subscription rights of shares and other securities or rights related to securities convertible into shares that may result in the disposal of the Bank’s control.

§ 2.º The shareholder of the Bank that acquires its control, in addition to making the public offering addressed in the head of this article, shall undertake to reimburse the shareholders who have purchased shares on the stock exchange over the six-month period prior to the date of the disposal of control, paying the difference between the price paid to the controlling shareholder and the price for purchase on the stock exchange, duly restated.

§ 3º The selling controlling shareholder shall only transfer ownership of its shares if the purchaser signs the Statement of Consent from Controlling Shareholders. The Bank shall only record the transfer of shares to the purchaser or those that take the Control if they sign the Statement of Consent from Controlling Shareholders provided for by the Novo Mercado Listing Rules.

§ 4º The Bank shall only register the shareholders agreement that provides for the exercise of Control if its signatories sign the Statement of Consent from Controlling Shareholders.

controlling shareholder.

§ 1

§ 2

§ 3 The selling controlling shareholder will only transfer the ownership of his or her shares if the buyer signs the Record of Consent of Controlling Shareholders. The Bank will only register the transfer of shares to the buyer, or to those that hold the Control Power, if this individual/these individuals sign(s) the Record of Consent of Controlling Shareholders to which the Listing Regulation of the New Market of BOVESPA alludes.

§ 4

Going Private

Art. 52. In the event the Bank goes private and cancels its registration as public company, a minimum price shall be offered for the shares, corresponding the company’s economic value, as appraised by a specialized company that is independent and has proven experience chosen in the General Meeting, as provided for by Law 6404/76.

§ 1.º The requirement addressed in the head of this article is also applicable in the event the Bank is delisted from Bovespa’s Novo Mercado, in the event the Bank’s shares are listed outside the Novo Mercado or in the event of corporate restructuring where the resulting company is not listed on Novo

Going Private

Art. 54 If the Bank goes private with consequent cancellation of publicly-held company registration, a minimum price shall be offered for the shares, corresponding to the economic value determined by a specialized company chosen by the General Meeting, which hás independence and proven experience, as established in Law n.º 6,404, of December 15, 1976.

§ 1 The obligatoriness referred to by the main provision also applies to the case of withdrawal of the Bank from the New Market of BOVESPA in cases of registration of Bank shares for trading outside the New Market, or of corporate restructuring in which the resulting company is not registered in the New

Remunerated

Main provision and § 1 – wording adjustments


45

Mercado, pursuant to the conditions and terms provided in the prevailing legislation and the Novo Mercado Listing Rules.

§ 2.º The costs arising from the engagement of the specialized company addressed in the head of this article shall be borne by the controlling shareholder.

Market, observing the conditions and terms provided for in the current legislation and in the Listing Regulation of the New Market.

§ 2

§ 2 – unaltered

Free Float

Art. 53. The controlling shareholder shall take measures to keep a free float of at least 25% of the shares issued by the Bank.

Free-floating shares

Art.55.

Remunerated

CHAPTER XI – TRANSITORY PROVISION

Art. 54. The measures provided for in article 41 of these bylaws shall be implemented after the Board of Directors define a schedule.

Art.56. The measures provided for in art. 42 of these By-laws will be implemented after definition of schedule by the Board

Remunerated – remission adjustment

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