Free translation from original document in Portuguese
BANCO CENTRAL DO BRASIL
Circular Letter 06084/2012 BCB–Deorf /GTPAL
Porto Alegre. July 05, 2011.
INSTITUTION
Banco do Estado do Rio Grande do Sul S.A.
ADRESS
Rua Capitão Montanha, 177 – Centro
ZIP CODE/CITY/STATE
900018-900 – Porto Alegre (RS)
ACT
PROCESS NO.
ASM/ESM of 04.30.2012
1201555212
DATE OF ORDER
06.27.2012
MATTERS APPROVED:
1. Election of members of the Board of Directors, with mandate until members to be elected at 2013
Annual General Meeting are invested:
Individual Tax Payer’s ID no.
511.475.480-72
Name
Marcelo Tuerlinckx Danéris
Title
Counselor /Member
2. Election of members of the Fiscal Council, with mandate until members to be elected at 2013 Annual
General Meeting are invested:
Individual Tax Payer’s ID no.
563915520-53
070068530-87
540197370-53
057733387-93
001814630-91
650006680-49
457098157-72
489833570-53
472078330-91
010403400-91
Name
André Luiz Barreto de Paiva Filho
Cláudio Morais Machado
João Victor Oliveira Domingues
Rafael Rodrigues Alves da Rocha
Rubens Lahude
Aniger Lorena Ribeiro de Oliveira
Eduardo Ludovico da Silva
Felipe Rodrigues da Silva
Flávio José Helmann da Silva
Irno Luiz Bassani
Title
Effective Fiscal Counselor/Member
Effective Fiscal Counselor/Member
Effective Fiscal Counselor/Member
Effective Fiscal Counselor/Member
Effective Fiscal Counselor/Member
Deputy Fiscal Counselor
Deputy Fiscal Counselor
Deputy Fiscal Counselor
Deputy Fiscal Counselor
Deputy Fiscal Counselor
3. Amendment to the capital stock to R$ 3,500,000,000.00.
4. Approval of Amendment to Bylaws of the Company respective to Articles 1, 4, 5, 14, 15, 24, 30, 59,
68 and 69 of the Company's Bylaws, which provide, respectively:
4.1 to add paragraph 3 to the Article 1, to include the terms established in the Listing Rules of the Level 1
of Differentiated Corporate Governance of BM&FBOVESPA.
4.2 article 4, to reflect the Company’s proposed capital stock increase with funds from the profit reserve.
4.3 article 5, to adequate the Corporate Capital, due to share conversions that took place between March
24, 2011 and February, 2012.
4.4 Article 14, to set the maximum exposure to long-term to eighty percent (80%) of the Company’s net
equity.
4.5 Article 15, to alter its paragraph 1, excluding the requirement for members of the Board of
Administration to be shareholders of the Company, as amended by Law no. 12431/2011.
4.6 Article 24, to define the deliberative quorum at the meetings of the Board of Administration, pursuant
the increase from 8 (eight) to 9 (nine) Board members, who will ratify the resolutions taken by said board.
4.7 Article 30, prohibiting the same person to accumulate the positions of Chairman of the Board of
Administration and Company’s CEO.
4.8 Item “c”, of Article 59, to adjust it to Resolution no. 3849 of the Brazilian Central Bank.
4.9 Inclusion of the new chapter related to the Compensation Committee, pursuant to Resolution no.
Free translation from original document in Portuguese
BANCO CENTRAL DO BRASIL
3921 of the Brazilian Central Bank.
4.10 Article 68 to exclude and include committees, with the respective renumbering of the Bylaws due to
the addition of the chapter mentioned in item 2.9.
4.11 Exclusion of the paragraph 2 of Article 68, with paragraph 1 becoming the sole paragraph.
4.12 Amendment of the Article 69 to adjust it to the composition of the Committees.
4.13 Renumbering of chapters and articles as of the addition of the chapter mentioned in item 2.9 and
consolidate the Bylaws.
NOTE:
The company shall, within five days from the date of the event, log into the Unicad system the date of
investiture of the elected members, and to provide all information requested by Unicad, according to Sisorf
14.04.70.
ANNEX:
Document to be filed at the Registry of Commerce.
Organizational Department of the Financial System
Technical Management in Porto Alegre
Paulo Renato Carneiro Abrahão
Deputy Technical Manager
Luciano Günter Peixoto
Coordinator