Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
VI. to choose and to dismiss the independent auditors and to fix their
compensation, as well as to call on them to give the explanations that it may consider
necessary about any matter;
VII. to give an opinion on the Management Report, the accounts of the
Executive Board and the financial statements of the Bank and to approve their
presentation to the General Meeting;
VIII. to approve and to review the annual budget, the capital budget and the
business plan, and to formulate a capital budget proposal to be submitted to the
General Meeting for the purpose of profits retention;
IX. to decide on the convening of General Meetings, when considered
necessary or under the terms of Article 132 of Law No. 6.404/76;
X. to submit to the Annual General Meeting a proposal for the
appropriation of the net income for the period, and to examine and consider the six-
monthly balance sheets, or balance sheets raised at shorter periods, and the payment of
dividends or interest on own capital arising from these balance sheets, as well as to
consider the payment of interim dividends out of accumulated profits or revenue
reserves existing as of the last annual or six-monthly balance;
XI. to submit proposals to the General Meeting for the increase or reduction
of the share capital, reverse splits, bonus issues or splits of the Company's shares, and
amendments to the Bylaws;
XII. to present proposals to the General Meeting for the liquidation, merger,
split or amalgamation of the Bank;
XIII. approve the Bank's capital increase, regardless of
amendment to the Bylaws, within the limits set forth in Paragraph 1 of
article 5 hereof, by setting the price, payment date and share issuance
conditions, as well as the issuance of credit securities and convertible
instruments within the limits set forth in Paragraph 1 of article 5 hereof, it
being also permitted to exclude the preemptive right or reduce the exercise
periods in the issuance of shares, subscription warrants, credit securities and
other convertible instruments, whose placement is made through sale on
stock exchange or public subscription or public offering, as set forth in the
law;
XIV. to consider the issue of subscription warrants, as provided in
Paragraph 3 of article 5 of these Bylaws;
XV. to grant, after approval at the General Meeting, share
purchase options to managers, employees or individuals who provide
services to the Company or to its subsidiaries, without giving the
shareholders preemptive rights, under the terms of plans approved by the
General Meeting;
XVI. to resolve on the negotiation with the Company's shares for
cancellation or to be held in treasury for subsequent disposal, subject to the
pertinent legal provisions;
XVII. to fix the amount of profit sharing for officers and employees
of the Bank and of its subsidiaries, with the power to decide not to offer
them a share;
XVIII. to decide on the payment or credit of interest on the
Company's own capital to shareholders, under the terms of the applicable
legislation;
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