Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
Art. 9°. The managers shall be appointed to their positions through
instruments of investiture registered in the books of Minutes of the Board of
Directors or of the Executive Board, as the case may be, irrespective of the provision
of any security, after their names have been approved by the Central Bank of Brazil
and once the applicable legal requirements have been complied with..
Sole Paragraph. The instrument of investiture shall be signed within
thirty (30) days of the approval of the appointment by the competent
government authority, unless there is justification accepted by the
management body to which the Director or Officer shall have been appointed,
otherwise the appointment shall be subject to annulment.
Art. 10. Directors and Officers are prohibited from taking part in the
consideration, approval or settlement of business or loans involving a
company:
I of which they are partners or shareholders with more than five
percent (5%) of the share capital; or
II - to whose management they belong or shall have belonged up to six
(6) months prior to their appointment to the position of manager of the
Company.
Art. 11. A maximum of up to one third of the members of the Board of
Directors may be appointed to positions on the Executive Board.
Sole Paragraph. The positions of Chairman of the Board of Directors
and Chief Executive Officer shall not be accumulated by the same person
Art. 12. Members of the Board of Directors appointed to positions
on the Executive Board are entitled to receive the corresponding
remuneration for the positions which they shall occupy.
Art. 13. The mandates of the members of the Board of Directors and
of the Executive Board are single and concurrent. The period of
management of each of the managers shall continue until a substitute shall
be appointed.
CHAPTER I
THE BOARD OF DIRECTORS
Art. 14. The Board of Directors shall consist of at least five (5)
members, with a maximum of twelve (12), elected at the General Meeting,
with a single tenure of two (2) years, each year being calculated as the
period between two (2) Annual General Meetings, with reelection being
allowed.
§ 1º At the General Meeting which is held to consider the election of
the members of the Board of Directors, the shareholders shall first
determine the effective number of members of the Board of Directors to be
elected.
§ 2º At least twenty percent (20%) of the members of the Board of
Directors shall be Independent Directors, as defined in Paragraph 3 of this
Article 14. If the observance of this percentage shall result in a fractional
number of directors, rounding shall take place as follows: (i) rounding up to
the next whole number above if the fraction is 0.5 (five tenths) or higher; or
(ii) rounding down to the next whole number below if the fraction is less
than 0.5 (five tenths).
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