Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
§ 3º For the purposes of this article, the term "Independent Director" means the
Director who: (i) has no relationship with the Company, other than interest in the share
capital; (ii) is not a Controlling Shareholder (as defined in article 40 hereof), spouse or
relative up to the second degree, is not or has not been, over the past three (3) years,
related to the Company or an entity related to the Controlling Shareholder (except for
the persons related to public educational and/or research institutions); (iii) was not, over
the past three (3) years, an employee or officer of the Company, the Controlling
Shareholder or an entity controlled by the Company; (iv) is not a supplier/provider or
buyer/taker, either direct or indirect, of the Company's services and/or products, to an
extent that implies loss of independence; (v) is not an employee or manager of a
company or entity that is supplying or demanding services and/or products to the
Company, to an extent that implies loss of independence; (vi) is not a spouse or relative
up to the second degree of any manager of the Company and (vii) does not receive any
other compensation from the Company besides that payable as a director (earnings in
cash arising from interest in the share capital are excluded from said restriction).
Independent Director is also that person elected in a separate election by holders of
voting shares representing no less than fifteen percent (15%) of total voting shares or
holders of shares without voting rights or with restricted vote representing ten percent
(10%) of the share capital, as set forth in article 141, Paragraphs 4 and 5, of Law 6404/76.
The qualification as Independent Director should be expressly set out in the minutes of
the General Meeting that elected him/her.
§ 4° At the end of their tenure, members of the Board of Directors shall
continue to carry out their duties until new elected members take office.
§ 5º A member of the Board of Directors shall not have access to
information or take part in meetings of the Board of Directors relating to
matters concerning which the member has or represents interests
conflicting with those of the Bank.
§ 6° The Board of Directors, for the better performance of its
functions, may set up committees or working groups with defined
objectives, which shall act as auxiliary bodies without decision powers,
always with the purpose of advising the Board of Directors, comprised by
members nominated by the Board among the members of the management
and/or other persons directly or indirectly connected with the Bank.
Art. 15. The Board of Directors will have one (1) Chairman and one
(1) Vice Chairman, who will be elected by the majority of the votes of the
members attending the General Meeting that appoints the members of the
Board of Directors, subject to the provisions set forth in Paragraph 3 in the
events of vacancy or temporary absences or impediments in the positions of
Chairman and Vice Chairman.
§1° The Chairman of the Board of Directors shall be replaced by the
Vice Chairman during temporary absences or impediments. During
temporary absences or impediments of the Vice Chairman, the Chairman
shall appoint a substitute among the remaining members. In the event of
temporary impediments or absences of the other members of the Board of
Directors, each Director shall appoint a substitute among the other
members.
§ 2º The replacements provided for in this Article which result in the
accumulation of positions will not imply the accumulation of fees or other
advantages, nor the right to the substituted member's vote.
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