Ordinary and Extraordinary General Meeting Presentation
EXHIBIT III - CONSOLIDATED BYLAWS
Sole paragraph. Profits not allocated as set forth in this article should be
distributed as dividends, as set forth in Paragraph 6 of article 202 of Law 6404/76.
Art. 37. The Executive Board, as authorized by the Board of Directors, during the
fiscal year, can:
I declare dividends out of line item "profit" recorded in the semiannual balance
sheet;
II - determine the preparation of quarterly, bimonthly or monthly balance sheets
and declare dividends out of line item "profit" recorded in these balance sheets, provided
that total dividends paid in each six-month period of the fiscal year does not exceed the
amount of capital reserves set forth in Paragraph 1 of article 182 of Law 6404/76; and
III - declare interim dividends out of line item "retained earnings" or "earnings
reserves" in the last annual or semiannual balance sheet.
§ 1º The dividends declared by the Executive Board, pursuant to the main
paragraph, are conditional on future approval by the General Meeting.
§ 2º The Executive Board, authorized by the Board of Directors, may determine
payment, during the fiscal year and up to the Annual General Meeting, of equity interest
up to the limit permitted by law, which amount shall be allocated to the mandatory
dividends dealt with in item II of article 36 hereof, within the terms of the pertinent
legislation.
§ 3º Dividends unclaimed within 3 (three) years from the commencement of
payment shall prescribe in favor of the Company.
Art. 38. The company's accounts shall be examined by independent auditors, in
accordance with the law and the rules applicable to financial institutions.
Art. 39. The General Meeting may, when it deems it convenient, create other
reserves in accordance with current legislation.
TITLE X
REGISTRATION
DISPOSAL OF CONTROL AND CANCELLATION OF PUBLIC COMPANY
Chapter I - Definitions
Art. 40. For the purposes of Title X, the following terms beginning with capital
letters shall have the following meanings:
"Controlling Shareholder" means the shareholder or Group of Shareholders
exercising the Company's Controlling Power.
"Transferor Controlling Shareholder" means the controlling shareholder when
they transfer control of the Company.
"Controlling Shares" means the block of shares that directly or indirectly
assures their holders the individual and/or shared exercise of the controlling power in
the Company.
"Outstanding Shares" mean all shares issued by the Company, except for
shares held by the Controlling Shareholder, related persons, the Bank's management
and those held in treasury.
"Disposal of Control" means the transfer to a third party, on remunerated
basis, of the Controlling Shares.
"Buyer" means that for whom the Selling Controlling Shareholder transfers the
Controlling Shares in a Transfer of the Company's Control
"Group of Shareholders" means the group of persons: (i) bound by voting
contracts or agreements of any nature either directly or by means of controlled entities,
controlling entities or entities under common control, or (ii) among whom there is a
control relationship; or (iii) under common control.
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