Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
"Controlling Power" or "Control" means the power effectively used to steer
corporate activities and instruct the operation of the Bank's bodies, directly or indirectly,
actually or legally, regardless of the ownership interest held. There is assumption of
ownership of control with respect to a person or Group of Shareholders that is the holder
of shares ensuring the absolute majority of votes of the shareholders attending the three
last General Meetings of the Company, although it is not the holder of shares ensuring
the absolute majority of the voting capital.
"Market Price" means the Company's and its shares' price to be determined by a
specialized company, using a recognized methodology or based on another criterion to
be defined by CVM.
Chapter II - Disposal of Control of the Company
Art. 41. Disposal of Control of the Company, directly or indirectly, whether in a
single transaction, or through successive transactions, shall be entered into under the
condition precedent or condition subsequent that the Acquirer agrees to make a public
offering to acquire the shares of the other shareholders, with due regard for the same
conditions and terms contemplated in current legislation, in order to assure them the
same treatment as that afforded to the Transferor Controlling Shareholder.
Sole Paragraph. Disposal of control of the Bank depends on authorization from
the Central Bank of Brazil.
Art. 42. The public offering referred in the preceding article should also be
consummated:
I. in cases with remunerated assignment of share and other securities
subscription rights or rights relating to convertible securities, resulting in the Disposal
of Company's Control; or
II. in case of transfer of Control of an entity holding the Company's
Controlling Power, in which case, the Selling Controlling Shareholder will be required
to declare to BM&FBOVESPA the amount attributed to the Company in such transfer
and attach a documentation corroborating it.
Art. 43. Whoever acquires Controlling Power on account of a private
instrument for the purchase of shares entered into with the Controlling Shareholder,
involving any quantity of shares, shall be obligated to:
I.
II.
make the public offering referred to in article 41 of these Bylaws; and
pay on the following terms an amount equal to the difference between
the public offering price and the amount paid for any shares acquired on the stock
exchange in the 6 (six) months preceding the date on which Controlling Power was
acquired. This amount shall be distributed among all those who sold the shares of the
company in trading sessions at which the Acquirer made the purchases, in proportion
to the net seller balance of each one, and it shall be incumbent on the BM&FBOVESPA
to arrange for the distribution under the terms of its regulations.
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