Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
§ 2º The Ombudsman's Department shall enjoy the conditions for it to function
properly, and the hallmarks of its work will be transparency, independence, impartiality
and detachment.
§ 3º The Ombudsman's Department is assured access to any information
required for preparing appropriate responses to any demands received, with full
support of the management, and may request information and documents, so that it
can carry out its activities in the fulfillment of its duties.
Art. 33. The duties of the Ombudsman's Department involve the following
activities:
to support, record, instruct, analyze and deal in a formal and appropriate
manner with demands from clients and users of products and services of the companies
comprising the Company's Financial Conglomerate;
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II to provide the clarification to the demanding client as to the progress of the
demands, informing the estimated deadline for the response;
III inform to demanding clients the term for the final reply, which cannot
exceed ten (10) business days;
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IV to forward a conclusive response to clients' demands within the deadline
informed in item III above;
V to maintain the Board of Directors, or in its absence, the executive
management of the companies comprising the Company's Financial Conglomerate,
informed about the problems and deficiencies detected in the fulfillment of its duties
and about the result of the adopted measures by the officers and directors of the
companies part of the Company's Financial Conglomerate in order to solve them; and
VI to prepare and forward to the internal auditors, the Audit Committee and
the Board of Directors, or in its absence, the executive management of the companies
comprising the Company's Financial Conglomerate at the end of each six-month period,
a quantitative and qualitative report about the activities performed by the
Ombudsman's Department on the fulfillment of its duties.
Sole paragraph. The Board of Directors may remove the Ombudsman from
office at any time, should he/she fail to comply with the duties contemplated in article
32 and the activities established in this article.
TITLE IX
FISCAL YEAR, FINANCIAL STATEMENTS, RESERVES AND DIVIDENDS
Art. 34. The fiscal year shall coincide with the calendar year, beginning on
January 1, and ending on December 31 of each year, at which time balance sheets
and the other financial statements shall be raised, with due regard for the deadlines
established in Law 6.404/76 and the rules issued by the Central Bank of Brazil.
Art. 35. Pursuant to current legislation, the Company shall raise semi-annual
balance sheets in June and December of each fiscal year, with due regard for the
following rules where the distribution of income is concerned.
Art. 36. The net income ascertained after legal deductions and provisions
shall be distributed as follows:
1-5% (five per cent) to the legal reserve, until the latter reaches 20% (twenty
per cent) of the share capital;
II - 25% (twenty-five per cent) of the adjusted net income, pursuant to article
202 of Law 6.404/76, shall be obligatorily distributed as mandatory dividends to all
shareholders;
III - the balance, if any, may, under a proposal by the Executive Board and
approved by the Board of Directors: (a) be allocated to the Dividend Equalization
Reserve, which shall be limited to 50% (fifty per cent) of the share capital and shall
serve to guarantee funds for payment of dividends, including as interest on equity,
or advances thereon, in order to maintain the remuneration flow to the
shareholders, whereby once this limit has been reached, it shall be incumbent on
the General Meeting to decide on the balance, distributing it to the shareholders or
to increasing the share capital; and/or (b) be retained, so as to meet the capital
investment requirements stipulated in the Company's General Budget submitted by
management for approval by the General Meeting and reviewed by the latter on an
annual basis where the duration exceeds a fiscal year.
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