Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
Chapter III - Cancellation of Registration as a Public Company
Art. 44. In the public offering for the acquisition of shares which it is mandatory for
the controlling shareholder or for the Company to make in order to cancel the Company's
registration as a public Company, the minimum price offered shall reflect the economic
value ascertained in an valuation report referred to in article 45 of the Bylaws, with due
regard for the applicable legal and regulatory rules.
Art. 45. The valuation report dealt with in Title X of these Bylaws shall be prepared
by a specialized institution or company with proven experience and independent from the
Bank, its management and controlling shareholder, and from the latter's decision-making
power, and said valuation shall also satisfy the requisites of paragraph 1 of article 8 of Law
6404/76 and contain the responsibility contemplated in paragraph 6 of said article 8.
§ 1º. The selection of the specialized institution or company responsible for
determining the Bank's Market Price referred to in Title X hereof is exclusively incumbent
of the Board of Directors.
§ 2º. The costs for preparing the valuation report shall be born in full by those
responsible for holding the public offering for the acquisition of the shares.
Title IV - Ordinary Provisions
Art. 46. It is permitted to formulate a single public offering for the acquisition of
shares, with the aim of one of the purposes contemplated in Title X of these Bylaws, or in
the regulations issued by the CVM, provided it is possible to render compatible the
procedures of all modalities of public offering for the acquisition of shares, and that those
for whom the offering is intended do not incur losses and that authorization is obtained
from the CVM, when so required by applicable legislation.
Art. 47. The Company or the shareholders responsible for making the public
offerings for the acquisition of shares as contemplated in Title X of these Bylaws, or in the
regulations issued by the CVM, may ensure that these actually occur through the
intermediary of any shareholder, third party and, as the case may be, the Company. The
Company or shareholder, as the case may be, are not exempted from the obligation to
make the public offering for the acquisition of shares until this has been concluded, with
due regard for the applicable rules.
TITLE XI
ARBITRATION COURT
Art. 48. The Bank, its shareholders, management and members of the Fiscal
Council agree to resolve, via arbitration, all and any dispute or controversy that may arise
among them, especially involving or originating from the application, effectiveness,
efficacy, interpretation, violation and their effects of the provisions contained in the
Arbitration Regulations of the Market Arbitration Chamber instituted by the
BM&FBOVESPA ("Arbitration Regulations"), in the Regulations on Sanctions, in these
Bylaws, in the provisions of Law 6.404/76, in the rules published by the National Monetary
Council, by the Central Bank of Brazil and by the CVM, in addition to the other rules
applicable to the functioning of the capital markets in general, before the Market
Arbitration Chamber under the terms of its Arbitration Regulations.
§ 1º. The arbitration procedures shall be instituted before the Market Arbitration
Chamber under the terms of its Arbitration Regulations.
§ 2º. Without prejudice to the effectiveness of this arbitration clause, the request
by the parties for urgent measures before the Arbitration Tribunal has convened shall be
forwarded to the courts in the manner of section 5.1.3 of the Arbitration Regulations of
the Market Arbitration Chamber.
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