Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
Art. 21. The Executive Board shall meet whenever convened by the CEO or by the
person designated by the CEO.
§ 1º The resolutions of the meetings of the Executive Board, except for the events
set forth in Paragraphs 3 and 4 of this article, will be made by the majority of votes among
the attending members, subject to the provisions set forth in item V of article 27 below, the
meetings being instated:
I - with the presence of the Chief Executive Officer and any eight (8) members of the
Executive Board; or
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II with the presence of the two (2) Executive Vice Presidents, Seniors or not, and
any seven (7) members of the Executive Board.
§ 2º Meetings of the Executive Board shall be attended by one (1) Secretary,
nominated by the Chairman of the meetings, and all its deliberations shall be drafted and
registered in the appropriate book, by the members present, with those that affect third
parties being published.
§ 3º The commencement and deliberations of Meetings of the Executive Board can
occur with a different minimum quorum, in accordance with responsibilities attributed by
the CEO and with the criteria for deliberation set by the Executive Board, in terms of item X
of Article 22, and of item IV of Article 27, both of these Bylaws.
Art. 22. The attributions and duties of the Executive Board are:
Ito comply with and to ensure compliance with these Bylaws and the resolutions
of General Meetings and of the Board of Directors;
II - to appoint representatives and correspondents, in Brazil and overseas;
III - within the general guidelines established by the Board of Directors, to carry out
the business and operations defined in Article 4 of these Bylaws, with the autonomy to
schedule them in the best interests of the Company;
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IV to propose the distribution of and to appropriate income, in accordance with
the provisions of Title IX;
Vauthorize the acquisition or sale of investments in equity
interests with third parties, between three percent (3%) and five percent
(5%) of the net equity reported in the last balance sheet approved at the
Annual General Meeting;
VI to authorize the disposal of property, plant and equipment, the
constitution of encumbrances and the issue of guarantees for third party
liabilities, when they fall between three percent (3%) and five percent (5%)
of the net equity as shown in the latest balance sheet approved by the
Annual General Meeting;
VII - to submit the financial statements to the Board of Directors;
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VIII to define the functions and responsibilities of its members,
according to the rules of the regulatory and supervisory bodies of the
Company; and
IX to establish specific criteria for the consideration of matters
relating to the duties of the Executive Board, when attributed by the CEO, in
terms of item IV of Article 27 of these Bylaws.
Art. 23. The Executive Board shall have an Executive Committee, with
decision-making capacity and with the duty to consider matters relating to
the management of the business, operational support, human resources,
allocation of capital, relevant projects in the areas of technology,
infrastructure and services of the Company and of the entities comprising
the Santander Group in Brazil, and other attributes that shall be established
by the Board of Directors from time to time.
§ 1º The Executive Committee shall consist of the CEO, the Senior
Executive Vice-Presidents and the Executive Vice-Presidents.
§ 2º The Executive Committee shall draw up Internal Regulations
with operating rules for its functions, as well as describing in detail the
responsibilities established in this Article.
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