Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III CONSOLIDATED BYLAWS
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§ 4° Within the limit of authorized capital and under the plan approved by the
General Meeting, the Bank can grant call options to management, employees or natural
persons providing services to it, or to management, employees or natural persons
providing services to entities under its control, to the exclusion of the preemptive right of
shareholders in connection with the granting and exercise of call options.
§ 5º Each common share entitles its holder to one vote at the General Meeting.
§ 6° Preferred shares convey the following advantages on their holders:
I – dividends ten percent (10%) higher than those attributed to common shares;
II - priority in the distribution of dividends;
III - participation, on equal terms with the common shares, in capital increases
arising from the capitalization of reserves and income, as well as in the distribution of
bonus shares created by the capitalization of income in suspense, reserves or any other
resources;
IV - priority in the reimbursement of capital, free from premium, in the case of the
liquidation of the Company; and
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V the right to be included in a public offering arising from the Transfer of
Control of the Company at the same price and on the same conditions as those offered
to the Controlling Shareholder Transferor, as defined in Title X of these Bylaws.
§ 7° Preferred shares do not entitle the holder to a vote, except in
respect of the following matters:
(a)
(b)
(c)
the transformation, amalgamation, merger or split of the Company;
the approval of agreements between the Company and the
Controlling Shareholder, directly or through third parties, and between
the Company and other companies in which the Controlling
Shareholder has an interest, provided that, in accordance with legal or
statutory provisions, they are subject to a resolution of the Company
in General Meeting; and
the value of assets intended to be used for paying up an increase in
the Company's share capital.
§ 8° All shares are registered and held in deposit accounts in the
name of their holders, by the Company itself, without certificates being
issued; and the cost of services for the transfer of ownership may be
collected from the shareholder.
§ 9° A General Meeting may, at any time, decide to convert the
preferred shares into common shares, and set the conversion ratio.
§ 10 The Company may acquire its own shares, subject to the
authorization of the Board of Directors, with the object of holding them in
treasury for subsequent disposal or cancellation, subject to the legal and
regulatory provisions in force.
§ 11 The Company may, subject to notification to BM&FBOVESPA
and the publication of an announcement, suspend share transfers and share
splits for a maximum period of fifteen (15) consecutive days or ninety (90)
non-consecutive days during the year.
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