Title: 3. Documentation and Examination of Proceedings – General Aspects Chapter: 4

Title: 3. Documentation and examination of proceedings – general aspects Chapter: 4. Guidelines adopted by Deorf concerning documentation and examination of proceedings Section: 30. Documentation of proceedings Subsection: 50. Documents from abroad

1. Documents from abroad shall be legalized by the Brazilian Consulate in the country of origin or, yet, certified (in accordance with the Hague Convention), translated into the Portuguese language by a sworn translator and recorded (original and translation) with a Notary Public Office of Titles and Documents (Article 64 of Decree-Law no. 2627/1940; Article 1134, Paragraph 2, of Civil Code; Article 16, Paragraph 1, of Circular no. 3649/2013, Article 6, Sole Paragraph, of Circular no. 3898/2018).

2. The following documents are exempt from consular legalization:

a) those issued by foreign authorities, provided such documents are forwarded through diplomatic channels from foreign governments to the Brazilian government (Article 4 of Decree 8742/2016); b) issued by countries with which Brazil has signed bilateral or multilateral agreements to simplify or exempt the legalization of documents (Article 5 of 8.742/2016); c) those issued by legal authorities and other authorities from France, as well as documents the accuracy, date, authenticity of signature and conformity with the original of which are certified by such authorities. Private documents coming from France must be notarized (certification of signature in France) in order to be exempted from consular legalization (Article 30 of Decree 91207/1985); d) the public ones coming from States which have acceded to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalization for Foreign Public Documents (Apostille Convention), observed that, in such situations, the only formality required in order to certify the authenticity of the signature, the capacity in which the person signing the document has acted and, where appropriate, the identity of the seal or stamp which it bears, is the addition of the certificate, in the form of the model annexed to the Convention (Decree 8660/2016, Articles 2, 3 and 4 of Convention Abolishing the Requirement of Legalization for Foreign Public Documents).

3. In order to verify the roll of Contracting States of the Apostille Convention and competent authorities to add the certificate mentioned in the previous paragraph, the webpage of the Hague Conference on Private International Law shall be accessed (https://www.hcch.net/pt/home/), selecting, in the topic “INSTRUMENTOS” (“INSTRUMENTS”), the item “Convenções (incl. Protocolos e Princípios)” (“Conventions,

1 Protocols and Principles”), clicking in “Convenção Relativa à Supressão da Exigência da Legalização dos Actos Públicos Estrangeiros” (“Convention of 5 October 1961 Abolishing the Requirement of Legalization for Foreign Public Documents”). The following guidelines found in the following webpage shall be observed:

a) in order to verify the Contracting States, click in “Partes Contratantes (Assinaturas e Ratificações)” (“Updated list of Contracting Parties”), observed that the instructions to interpret the information presented in the table can be found in the link “Como ler a tabela de assinaturas e ratificações” ( “How to read the status table”), just below the link mentioned; b) in order to verify the competent authorities to add the certificate, click in “Authoridades Competentes” (“Competent Authorities”) and select the appropriate country.

4. In case the Annual Report is forward, it must be accompanied by the respective translation into Portuguese of the main documents necessary for reviewing the proceedings, such as those concerning the economic and financial situation of the company or economic conglomerate as well as the report of the independent auditor report.

2 Title: 3. Documentation and examination of proceedings – general aspects Chapter: 4. Guidelines adopted by Deorf concerning documentation and examination of proceedings Section: 60. Legal and regulatory grounds Subsection: 10. Basic legislation

The basic legislation mentioned in this subsection is only available in Portuguese.

Law

Law no. 4595, of 12.31.1964 – Makes provisions on monetary, banking and credit policy and institutions. Establishes the National Monetary Council and makes other provisions.

Law no. 4829, of 11.5.1965 – Regulates farm credit.

Law no. 6404, of 12.15.1976 – Makes provisions on Corporations.

Law no. 8171, of 1.17.1991 – Makes provisions on agricultural policy.

Law no. 9784, of 1.29.1999 – Regulates administrative proceedings in the ambit of the Federal Public Administration.

Law no. 10303, of 10.31.2001 – Amends and adds provisions to Law no. 6404, of 12.15.76 that provides on Business Corporations; and Law no. 6385, of 12.7.76, that provides on the exchange market and establishes the Securities and Exchange Commission of Brazil (CVM).

Law no. 10214, of 3.27.2001 – Makes provisions on the activities of clearing houses and clearing and settlement service providers related to the Brazilian Payment System (SPB) and establishes other provisions.

Law no. 12414, of 6.9.2011 – Regulates the formation and consultation of databases with financial records of natural persons or legal entities for the formation of credit history.

Law no. 12.810, of 5.15.2013 – Makes provisions, among other matters, on the practice of activities of registration and centralized deposit of financial assets.

Law no. 12865, of 10.9.2013, Articles 6 to 15 – Makes provisions on payment arrangements and payment institutions which integrate de Brazilian Payment System (SPB).

Texto elaborado/atualizado em 8.9.2020 – 13:48 3 Law no. 13097, of 1.19.2015, Articles 63 to 98 – Makes provisions on real estate covered bond and redirection of savings accounts funds.

Decree

Decree no. 91207, of 4.29.1985 – Enacts the Convention Concerning Legal Assistance in Civil, Labor and Administrative Matters between the Government of the Federative Republic of Brazil and the Government of the French Republic.

Decree no. 93989, of 1.30.1987 – Regulates Decree-Law no. 2292, of 11.21.1986, which makes provisions on the establishment, for the benefit of workers, of Savings and Investment Plans – PAIT, and makers other provisions.

Decree no. 8660, of 1.29.2016 – Enacts the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (Apostille Convention), acceded by the Republic Federative of Brazil, in Hague, in October 5, 1961.

Decree no. 8742, of 5.4.2016 – Provides on notary and civil registry acts of the Brazilian consular service and the exemption of legalization in Brazil of signatures and acts emanated from Brazilian consular authorities.

Decree no. 9.936, of 7.24.2019 – Regulates Law no. 12414, of June 9, 2011, which regulates the formation and consultation of databases with financial records of natural persons or legal entities for the formation of credit history.

Decree no. 10178, of 12.18.2019 – Regulates provisions of Law no. 13874, of September 20, 2019, to provide for criteria and procedures for the classification of economic activity risk and to set the deadline for tacit approval and amends Decree no. 9094, of July 17, 2017, to include elements in the User Service Letter.

Texto elaborado/atualizado em 8.9.2020 – 13:48 4 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies) Section: Subsection:

CHAPTER CONTENTS

4.3.10 Introduction 4.3.20 Preliminary considerations 4.3.20.10 Authorization proceedings 4.3.20.20 Proceedings phases 4.3.30 Specific provisions 4.3.30.10 Statement of purpose 4.3.30.20 Executive summary of business plan 4.3.30.30 Capital control 4.3.30.40 Qualified capital participation 4.3.30.50 Requirements for owners of controlling interest 4.3.30.60 Requirements for holders of qualified participation 4.3.30.70 Technical interview 4.3.30.80 Business knowledge of owners of controlling interest 4.3.30.90 Business plan 4.3.30.100 Reputation requirements for owners of controlling interest and holders of qualified participation 4.3.30.110 Economic and financial ability of owners of controlling interest 4.3.30.120 Evidence of source of funds 4.3.30.130 Company name 4.3.30.140 Capital stock 4.3.30.150 Minimum paid-in capital requirement 4.3.30.160 Corporate purpose 4.3.30.170 Bylaws or articles of association 4.3.30.180 Bodies prescribed by bylaws or articles of association 4.3.30.190 Requirements for holding office in bodies prescribed by bylaws or articles of association 4.3.30.200 Foreign capital participation 4.3.30.240 Deposit of paid-in capital with the Central Bank of Brazil 4.3.30.250 Bank Reserves Account and Settlement Account 4.3.30.270 Implementation of organizational structure

5 4.3.30.320 Inspection of implemented organizational structure – pre-operational inspection 4.3.30.330 Institutions associated to the Credit Guarantee Fund (FGC) 4.3.40 Documentation of proceedings 4.3.40.10 General provisions 4.3.40.40 Documents for requesting favorable manifestation to the venture’s proposal 4.3.40.50 Documents for requesting favorable manifestation to the establishment of the company 4.3.40.60 Documents for requesting approval of the corporate acts of establishment 4.3.40.70 Documents for requesting authorization to operate 4.3.90 Legal and regulatory grounds 4.3.90.10 Basic legislation 4.3.90.20 Basic rules 4.3.100 Templates

6 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 10. Introduction Subsection:

1. This chapter describes the necessary requirements and procedures to obtain authorization from the Central Bank of Brazil to establish and operate the institutions addressed in this title (except for micro-entrepreneur and small sized enterprise credit companies).

2. Aspects related to the election of members of bodies prescribed by the institution’s bylaws and acts of association are described in Sisorf 4.14 (only available in Portuguese).

3. The necessary requirements and procedures to obtain authorization to operate micro- entrepreneur and small sized enterprise credit companies are available in Sisorf 4.30 (only available in Portuguese).

4. Reading this chapter does not exempt applicants from reading the rules which constitute its legal and regulatory grounds.

5. The English version of this chapter has the sole purpose of offering an overview on the information provided in paragraph 1 hereof. As this chapter was originally written in Portuguese, its translation is subject to imprecision and other limitations. Therefore, formal steps towards obtaining the authorization from the Central Bank of Brazil to establish and operate the institutions addressed in this title (except for micro- entrepreneur and small sized enterprise credit companies) must be taken in accordance with the official Portuguese version available at http://www.bcb.gov.br/?SFNmanual.

7 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 20. Preliminary considerations Subsection: 10. Authorization proceedings

Institutions that need authorization for establishment and operation

1. The following institutions need authorization from the Central Bank of Brazil for establishment and operation (Article 10, X, a, of Law no. 4595/1964, as amended by Law no. 7730/1989; Resolution no. 2788/2000; Resolution no. 3426/2006; Resolution no. 4122/2012):

a) universal banks; b) commercial banks; c) cooperative banks; d) investment banks; e) development banks; f) foreign exchange banks; g) credit, funding and investment companies; h) real estate credit companies; i) mortgage companies; j) development agencies; k) leasing companies; l) security and stock broker companies; m) security and stock dealer companies; n) exchange broker companies.

2. The institutions mentioned in “l”, “m” and “n” above may be established as limited partnerships or corporations. The remaining institutions must be established as corporations, with development agencies necessarily established as closely held corporations (Article 25 of Law no. 4595/1964, as amended by Law no. 5710/1971; Article 4 of Regulation annex to Resolution no. 1120/1986; Article 3, Sole Paragraph, of Regulation annex to Resolution no. 1655/1989, as amended by Resolution 3485/2007; Article 2, Sole Paragraph, of Regulation annex to Resolution no. 1770/1990; Article 1, Paragraph 2, of Resolution no. 2828/2001).

3. The operation of the institutions addressed in this chapter implies (Article 2 of Regulation I annex to Resolution no. 4122/2012):

a) establishment according to legal regulations, the provisions of Resolution no. 4122, of 2012, and additional current regulatory provisions; b) authorization for operation.

Documentation of proceedings

4. During the examination of proceedings, the Central Bank of Brazil may (Articles 3 and 7 of Resolution no. 4122/2012):

a) request any additional documentation and information deemed necessary to the decision regarding the application, including those to foreign authorities; b) summon the owners of controlling interest, the holders of qualified participation and individuals elected or appointed to hold office in the bodies prescribed by the institution’s bylaws or articles of association for a technical interview; c) file the request in case of:

I - non-compliance with any of the deadlines stipulated in Resolution no. 4122, of 2012; or II - non-compliance with requests to submit additional documents, provide further information, attend technical interviews and other requests related to the proceedings within the stipulated deadline.

Dismissal or filing of requests

5. In case the company’s establishment is approved by the Central Bank of Brazil and in subsequent stages of the proceedings the request is definitely dismissed or filed, the company shall, within thirty days of the occurrence, be dissolved or alter its corporate purpose to an activity which is not subject to authorization from the Central Bank of Brazil, with the ensuing alteration of its name according to Sisorf 4.3.70.30 (only available in Portuguese) (Article 6, Paragraph 2 of Circular no. 3649/2013).

6. In the cases described in the previous item, the respective corporate acts shall be submitted to Deorf within 15 days of their constitution (Article 6, Paragraph 3, of Circular no. 3649/2013).

9 7. In case of non-compliance with the provisions contained in the previous item, Deorf may divulge through whatever means it considers most appropriate the withdrawal or rejection of the request (Article 6, Paragraph 4, of Circular no. 3.649/2013).

Irregularities

8. The Central Bank of Brazil may reject requests in the following cases (Article 5, I and II, of Resolution no. 4122/2012):

a) circumstances that may affect the reputation of the administrators, owners of controlling interest or holders of qualified participation, observing the provision in the subsequent item; b) misrepresentations in statements or documents submitted in the documentation of proceedings.

9. In the cases addressed in the previous item, the Central Bank of Brazil shall set a deadline for the interested party to submit justifications (Article 5, Sole Paragraph, of Resolution. 4122/2012).

10. If, at any time, misrepresentations in statements or in documents submitted are verified, and considering the relevance of the omitted or distorted facts, the Central Bank of Brazil may review the decision authorizing the establishment of the institution, in which case the decision will be communicated to the appropriate Registry (Article 8, I, and Paragraph 4 of Resolution no. 4122/2012).

11. In the case described in the previous item, the Central Bank of Brazil shall open an administrative proceeding and notify the interested party to provide explanations on the verified irregularity. The notice shall be sent to the address informed by the interested party to the Bank or divulged by public notice if the interested party is not found at the declared address (Article 8, Paragraphs 1 and 2, of Resolution no. 4122/2012).

10 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 20. Preliminary considerations Subsection: 20. Proceedings phases

Introduction

1. The examination of proceedings for the establishment and authorization to operate of the institutions addressed in this chapter is composed of the following phases:

a) submission of the venture’s proposal; b) technical interview; c) submission of business plan and request for favorable opinion to the company’s establishment; d) submission of the corporate acts establishing the legal entity; e) implementation of the organizational structure and request for inspection; f) inspection; g) amendment to the bylaws or articles of association and election of members to the bodies prescribed by bylaws or articles of association, if necessary, with submission of the corporate acts to the Central Bank of Brazil.

2. Deorf is responsible for conducting all phases of the authorization proceedings, including receiving and analyzing documents and information submitted by applicants, verifying compliance with all requirements prescribed by existing regulations, formalizing demands, requesting amendments and forwarding to the analysis of the competent authorities.

Venture’s proposal

3. Parties interested in the establishment and authorization to operate of the institutions addressed in this chapter, listed in item 1 of Sisorf 4.3.20.10, shall file a request with the Central Bank of Brazil, addressed to Deorf, identifying the technically qualified person responsible for conducting the proceedings with the Central Bank of Brazil and the institution’s organizing group, accompanied by (Article 4, Heading, of Regulation annex I to Resolution no. 4122/2012; Article 2, Heading, of Circular no. 3649/2013):

11 a) draft of the statement of purpose to be signed by the owners of controlling interest, observing the provisions in Sisorf 4.3.30.10; b) executive summary of the business plan, containing at least the aspects described in Sisorf 4.3.30.20; c) document identifying the institution‘s owners of controlling interest and holders of qualified participation, with their respective holdings, observing the provisions in Sisorf 4.3.30.30 e 4.3.30.40; d) statement of compliance with the legal and regulatory requirements addressed in Article 4 of Regulation II annex to Resolution no. 4122, of 2012, signed by the participants of the controlling group and holders of qualified participation; e) statements and documents evidencing that the participants of the controlling group are well-informed regarding the institution’s intended business sector and segment, including details relating to market dynamics, sources of operational funds, management and risks association with operations, observing the provisions in Sisorf 4.3.30.80; f) document identifying the sources of funds to be used in the venture by all participants of the controlling group and holders of qualified participation, observing the provisions in Sisorf 4.3.30.120; g) authorization signed by all participants of the controlling group and holders of qualified participation for exclusive use in the respective proceedings for authorization:

I - to the Brazilian Federal Revenue Service to provide the Central Bank of Brazil with a copy of the statement of income, assets and rights, and encumbrances for the three previous accounting years; II - to the Central Bank of Brazil to access information on them in any public or private registry or data system, including legal and administrative lawsuits and proceedings and police investigations;

h) document identifying any foreign authorities supervising direct or indirect owners of controlling interest; i) organizational chart of the economic group of which the institution will be part or statement that the institution will not be part of any such group, and the identification of the direct and indirect owners of controlling interest; j) the remaining documents listed in Sisorf 4.3.40.40.

Technical interview

4. Following the examination of the submitted documents, Deorf shall summon the future owners of controlling interest for a technical interview to present the venture’s proposal, assigning for such date, time and place according to the provisions in Sisorf 4.3.30.70,

12 including the possibility of waiving the interview (Article 5, Heading, of Regulation I annex to Resolution no. 4122/2012; Article 3, Heading, of Circular no. 3649/2013).

5. Following the technical interview, Deorf shall (Article 4, Heading, of Circular no. 3649/2013):

a) issue a favorable manifestation to the venture’s proposal, allowing the interested parties to carry on with the documentation of proceedings; b) communicate to the interested parties the inadequacy of the venture’s proposal.

6. If the Central Bank of Brazil considers the venture’s proposal inadequate, it may summon the interested parties to a new technical interview, providing they present an amended proposal with the necessary adjustments up to thirty days after receiving the communication (Article 5, Paragraph 1, of Regulation I annex to Resolution no. 4122/2012; Article 4, II, and Paragraph 1, of Circular no. 3649/2013).

7. If following the second technical interview the Central Bank of Brazil sustains its decision of the inadequacy of the venture’s proposal, the application will be denied (Article 5, Paragraph 2, of Regulation I annex to Resolution no. 4.122/2012; Article 4, Paragraph 2, of Circular no. 3649/2013).

Favorable opinion to company’s establishment

8. Within sixty days of receiving communication of the Central Bank of Brazil’s favorable manifestation regarding the venture’s proposal, the interested parties shall comply with the following conditions (Article 6 of Regulation I annex and Article 9-A of Regulation II annex to Resolution no. Res. 4122/2012, as amended by Resolution 4308/2014; Article 5, Heading, of Circular no. 3649/2013):

a) publication of a statement of purpose by the natural persons or legal entities that are participants of the controlling group, when required, with the corresponding newspaper pages being forwarded to Deorf, observing the provisions in Sisorf 4.3.30.10; b) submission of the business plan covering at least the first five years of activity of the institution, according to Sisorf 4.3.30.90; c) submission of the drafts of the corporate acts establishing the legal entity requesting authorization to operate, which shall necessarily include the clauses described in 4.3.30.170; d) evidence of economic and financial ability compatible with the size, nature and purpose of the venture, to be complied with, at the discretion of the Central Bank of Brazil, by the controlling group as a whole or by each individual who participates in the controlling group, observing the provisions in Sisorf 4.3.30.110; 13 e) non-existence of restrictions that might, in the opinion of the Central Bank of Brazil, affect the reputation of the owners of controlling interest and holders of qualified participation according to the provisions in Sisorf 4.3.30.110; f) submission of the remaining documents listed in Sisorf 4.3.40.50.

9. Once compliance with the conditions described in the previous item has been verified and the documents examined, the Central Bank of Brazil shall communicate its favorable manifestation to the establishment of the legal entity applying for authorization to operate and instruct the interested parties to formalize the corporate acts establishing the company.

Corporate acts establishing the legal entity

10. Within 180 days of receiving the communication of the favorable manifestation of the Central Bank of Brazil mentioned in the previous item, the interested parties must formalize the corporate acts establishing the legal entity applying for authorization to operate and submit them to the approval of the Central Bank of Brazil. Hereupon, the previously mentioned acts shall be filled with the Commerce Registry (Article 7, I, of Regulation I annex to Resolution no. 4,122/2012; Article 6, Heading, of Circular no. 3649/2013).

11. The corporate acts establishing the legal entity must be submitted to the Central Bank of Brazil in two original copies within fifteen days of formalization by filing a request with Deorf and attaching the remaining documents listed in Sisorf 4.3.40.60 (Article 7, I, of Regulation I annex to Resolution no. 4122/2012; Article 6, Heading, of Circular no. 3649/2013).

12. The amount corresponding to the initial paid-in capital shall be transferred to the Central Bank of Brazil within five days of its receipt and will remain unavailable until the end of this phase of the proceedings, observing the provisions in Sisorf 4.3.30.240 (Article 27, Paragraph 1, of Law no. 4595/1964; Article 6, Paragraph 1 of Circular no. 3649/2013).

13. Evidence shall be given by all participants of the controlling group and all holders of qualified participation regarding the source and corresponding financial transactions of the funds used for the initial paid-in capital, observing the provisions in Sisorf 4.3.30.120 (Article 6, Paragraph 5 of Circular no. 3649/2013).

14. In case of approval of the company’s corporate acts, Deorf shall communicate the decision to the interested parties.

14 Implementation of the organizational structure and request for inspection

15. Still within the abovementioned deadline of 180 days from receiving the communication of favorable manifestation to the company’s establishment by the Central Bank of Brazil mentioned in item 9, the interested parties shall (Article 7, Heading, II and III, of Regulation I annex to Resolution no. 4122/2012; Article 7 of Circular no. 3649/2013):

a) implement the organizational structure prescribed by the business plan addressing corporate management, business management, internal control and risk management structures, hiring of computer systems and personnel, purchase of equipment and all other arrangements prescribed by the business plan and necessary for the institution’s operation; b) submit to the Central Bank of Brazil a request for inspection of the implemented organizational structure, subscribed by the administrators and addressed to Deorf.

Inspection of organizational structure

16. Within ninety days of the submission of the request for inspection, the Central Bank of Brazil shall carry out the inspection of the institution in order to assess whether the implemented organizational structure complies with what is prescribed by the business plan, observing the provisions in Sisorf 4.3.30.320 (Article 8, Heading, of Regulation I annex to Resolution no. 4122/2012, as amended by Resolution no. 4308/2014).

17. Having verified the compatibility of the implemented organizational structure with what is prescribed by the business plan, Deorf shall communicate the fact to the interested parties so they may carry on with the proceedings to obtain the authorization to operate (Article 8, Paragraph 1 of Circular no. 3649/2013).

18. Having verified the incompatibility of the implemented organizational structure with what is prescribed by the business plan, Deorf shall communicate the fact to the interested parties, granting an adjustment period after which, in case of non-compliance, the application will be rejected (Article 8, Sole Paragraph, of Regulation I annex to Resolution no. 4122/2012; Article 8, II, of Circular no. 3649/2013).

Amendment of bylaws or articles of association and election of administrators

19. Once verified the compatibility between the implemented organizational chart and what is prescribed by the business plan, the authorization to operate shall depend on the submission, within ninety days of receiving the communication of the Central Bank of Brazil, of documents confirming the adoption of the following measures (Article 9, of

15 Regulation I annex to Resolution no. 4122/2012; Article 9, Heading, and Article 10, of Circular no. 3649/2013):

a) amendment of the bylaws or articles of association of the legal entity to adjust the company stock to the amount prescribed by the business plan, if applicable; b) evidence of the source and corresponding financial transactions of the funds used to increase the stock, if applicable, by all participants of the controlling group and all holders of qualified participation, observing the provisions in Sisorf 4.3.30.120; c) election of administrators and other members of the bodies prescribed by bylaws or articles of association, if applicable, observing the provisions in Sisorf 4.14 (only available in Portuguese); d) in case control is not defined by equity interest, submission of an agreement among stockholders or quotaholders signed by the participants of the controlling group, observing the provisions in Sisorf 4.3.30.30; e) submission of the remaining documents listed in Sisorf 4.3.40.70.

20. In case of stock increase, the amount received from subscribers shall be transferred to the Central Bank of Brazil within five days of receipt, remaining unavailable until the end of the proceedings, according to Sisorf 4.3.30.240 (Article 27, Paragraph 1, of Law no. 4595/1964).

21. Once compliance with all conditions detailed in items 19 and 20 has been verified by the Central Bank of Brazil, an authorization shall be issued for the institution to operate. Once the authorization is issued, the institution shall be considered operational for the purposes of applying and observing regulations in effect (Article 10 of Regulation I annex to Resolution no. 4122/2012).

22. If the proceedings are rejected or filed, the provisions in Sisorf 4.3.70.30 (only available in Portuguese) will apply.

16 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 10. Statement of purpose

1. The interested parties shall observe the regulatory provisions concerning the publication of the statement of purpose by natural persons and legal entities that intend to control or become participants of the controlling group of the institution to be authorized and by the persons that intend to hold management positions. Such provisions are described in Sisorf 3.4.30.40 (only available in Portuguese).

2. A draft of the statement of purpose on behalf of the participants of the controlling group must be submitted together with the documents composing the initial documentation of proceedings (Article 2, I, of Circular no. 3649/2012).

3. Deorf shall analyze whether the draft of the statement of purpose complies with current regulations and the singularities of the request. If there is no impediment, on communicating its favorable manifestation to the venture’s proposal, Deorf will both inform the interested parties that the statement may be published and mention the proceedings number to be included in the published text.

4. The statement of purpose shall be prepared according to one of the following templates (Article 1, II, a, of Circular Letter no. 3598/2013; Article 1, II, a, of Circular Letter no. 3788/2016):

a) Sisorf template 8.1.30.5 (only available in Portuguese), when on behalf of the participants of the controlling group; b) Sisorf template 8.1.30.3 (only available in Portuguese),when on behalf of the elected administrators; c) Sisorf template 8.1.30.4 (only available in Portuguese), when on behalf of participants of the controlling group and of the elected administrators (mixed statement of purpose).

17 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 20. Executive summary of business plan

1. The executive summary of the business plan, an integral part of the venture’s proposal, shall contain at least: (Article 2, II, of Circular no. 3649/2013):

a) business description; b) background of applicants; c) description of services and products to be offered; d) target market; e) area of operation; f) location of headquarters and potential facilities; g) short-term goals and long-term strategic objectives; h) structure of capital and financing sources; i) market opportunities that justify the venture; j) competitive advantages of the future institution.

2. The executive summary must also contain the indication of the interested parties regarding the initial allocation of the institution to one of the segments mentioned in Resolution no. 4553, of 2017, observing the provisions in Sisorf 4.3.30.360 (only available in Portuguese) (Article 2, Paragraph 7, of Resolution no. 4553/2017).

18 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 30. Capital control

Capital control

1. A controlling stockholder is a natural person, legal entity or group of persons under a voting agreement or under common control who: (Article 116, Heading, “a” and “b”, of Law no. 6404/1976):

a) holds stockholder rights that permanently guarantee majority voting in deliberations made by a general assembly and the power to elect the majority of the corporation’s administrators; and b) effectively uses such power to direct corporate activities and guide the operations of the company’s bodies.

2. The institutions addressed in this chapter, when established as limited liability companies, shall include in their their articles of association a clause determining the supplementary application of the Brazilian law of sociedades anônimas (corporations), according to Article 1053, Sole Paragraph, of Law no. 10406, of 2002 (Brazilian Civil Code) (Article 7, Paragraph 1, II, of Regulation I annex to Resolution no. 4122/2012).

3. For the purposes of the provisions in Resolution no. 4122, of 2012, a controlling group is a person or group of persons under a voting agreement or under common control who hold stockholder rights corresponding to (Article 6, II, of Resolution no. 4122/2012, as amended by Resolution no. 4279/2013):

a) the majority of the voting stock of a corporation; or b) 75% (seventy-five percent) or more of the capital stock of a limited liability partnership.

4. In case corporate control is not defined according to the criteria mentioned in the previous item, the Central Bank of Brazil may (Article 6, Sole Paragraph, Regulation I annex, Article 6, Paragraph 1, II, and Article 17-A of Resolution no. 4122/2012, as amended by Resolution no. 4308/2014):

a) use other elements to identify the institution’s controlling group; b) require an agreement or commitment to agreement among stockholders or quotaholders to define direct or indirect capital control.

Stockholders or quotaholders agreement

5. In case of need of an agreement among stockholders or quotaholders to define the exercise of power of control, during the phase of documentation of proceedings related to the communication of favorable manifestation to the establishment of the company, a draft of the stockholders or quotaholders agreement must be submitted and must contain a clause of prevalence of such agreement over any other not submitted to the examination of the Central Bank of Brazil (Article 5, Paragraph 4 of Circular no. 3649/2013).

6. It is convenient that the stockholders or quotaholders agreement of either an institution addressed in this title, or of a controlling legal entity, also includes:

a) qualification of the parties convened under the agreement; b) a consenting intervening party of the institution in the context in which the agreement is being settled; c) a clause binding to the agreement the stocks or quotas presently owned or that may be purchased by the agreeing parties; d) a clause concerning the exercise of control in which the parties declare that, in the terms and for the purposes of Article 116 combined with Article 118, both of Law no. 6404 of 1976, the owners of controlling interest are jointly liable and commit themselves to vote, on a uniform and permanent basis, on all matters of competence of the company’s general and special assemblies, as well as to elect the majority of administrators and employ their power of control effectively to guide the operations of the company’s bodies and direct the corporate activities; e) a clause of filing and endorsement which mentions that the agreement will be filed at the company’s headquarters in which it was settled and endorsed, if it is a corporation, in the stock registry book and stock certificates registry book, if such certificates have been issued (Article 118, Heading and Paragraph 1, of Law no. 6404/1976); f) a clause indicating the stipulated term of agreement; g) a clause indicating the jurisdiction to settle any doubts or controversies concerning the agreement; h) indications of place and date; i) signature of parties and the consenting intervening party.

20 7. Submission of a stockholders or quotaholders agreement is dispensable for the purpose of defining corporate control when the institutions addressed in this title are controlled by companies that are under common control of a same person, with such control being clearly established and identified.

Capital control structure

8. Direct capital participation implying control of institutions addressed in this title shall only be held by (Article 17, Heading, of Regulation I annex to Resolution no. 4122/2012; Article 1 of Resolution no. 4073/2012; Article 1, Heading and Paragraph 1 of Resolution no. 2788/2000):

a) natural persons; b) financial institutions based in Brazil or abroad and other institutions authorized to operate by the Central Bank of Brazil; c) other legal entities based in Brazil whose sole corporate purpose is capital participation in financial institutions and other institutions authorized to operate by the Central Bank of Brazil; d) stock exchanges, commodities and futures exchanges, or stock, commodities and futures exchanges in case of establishment of commercial banks to perform the central clearing and depositary functions of such exchanges, providing services to them and to the economic agents responsible for the operations carried out in such exchanges, according to 4.3.30.260 (only available in Portuguese); e) central credit unions, in case of establishment of commercial and universal banks, which must own at least 51% (fifty-one percent) of voting stock.

9. The provisions in the previous item do not apply to development agencies and institutions established prior to November 28, 2002, as long as the control structure existing at that date remains in force (Article 17, Paragraph 1, of Regulation I annex to Resolution no. 4122/2012).

10. The entry of a stockholder or quotaholder in the institution in the condition of member of the controlling group demands compliance with the provisions in item 8 (Article 17, Paragraph 2, of Regulation I annex to Resolution no. 4122/2012).

11. The final capital control of institutions addressed in this chapter shall be defined in a natural person or legal entity with highly dispersed capital or in a foreign financial institution under consolidated global supervision, with the exclusion of foundations, investments funds and private pension funds.

21 12. Reciprocal capital participation between the company and its related or controlled institutions is forbidden (Article 244, Heading, of Law no. 6404/1976).

13. Reciprocal capital participation between financial institutions and other institutions authorized to operate by the Central Bank of Brazil, whether directly or indirectly, is forbidden (Article 7 of Resolution no. 2723/2000).

14. Spouses may be partners in a company, between themselves or with third parties, provided they are not married under either community property or mandatory separation of property (Article 977 of Brazilian Civil Code).

15. Insurance companies are not impeded from having indirect participation in the capital of institutions addressed in this title, including as owners of controlling interest. When deciding on applications involving such participation, the Central Bank of Brazil consults the Superintendence of Private Insurance – SUSEP to check possible restrictions involving the insurance company.

Requirements to be a participant of the controlling group

16. The requirements to be a participant of the controlling group in institutions addressed in this chapter are described in Sisorf 4.3.30.50.

Controlling stockholders resident or domiciled abroad

17. In the case of controlling stockholders resident or domiciled abroad, the provisions regarding foreign participation in capital stock in Sisorf 4.3.30.200 must be observed.

22 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 40. Qualified participation

1. Qualified participation means direct or indirect participation held by natural persons or legal entities equivalent to 15% (fifteen percent) or more of stocks or quotas representing the total capital of institutions addressed in this chapter (Article 6, I, of Resolution no. 4122/2012).

2. Holders of qualified participation must meet the requirements described in Sisorf 4.3.30.60.

23 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 50. Requirements for owners of controlling interest

Requirements

1. Owners of controlling interest of institutions addressed in this chapter shall (Article 4, V to VII, and Sole Paragraph, Article 6, I, IV and V, of Regulation I annex to Resolution no. 4122/2012):

a) demonstrate knowledge concerning the business sector and segment in which the institution plans to operate, observing the provisions in Sisorf 4.3.30.80; b) give evidence of economic and financial ability compatible with the size, nature and objective of the venture, to be complied with at the discretion of the Central Bank of Brazil and observing the provisions in Sisorf 4.3.30.110; c) expressly authorize, for specific use in the relevant approval process:

I - the Brazilian Revenue Service to supply the Central Bank of Brazil with copies of the Natural Person Yearly Income Tax Return (Declaração de Ajuste Annual do Imposto de Renda Pessoa Física) or the Legal Entity Fiscal and Economic Information (Declaração de Informações Econômico-Fiscais da Pessoa Jurídica) corresponding to the three last fiscal years; II - access by the Central Bank of Brazil to information on them in any public or private registry or data system, including legal and administrative lawsuits and proceedings and police investigations;

d) publish the statement of purpose in case they are not yet part of the controlling group of institutions addressed in this title, observing the provisions in Sisorf 4.3.30.10; e) satisfy the Central Bank of Brazil, at its discretion, that there are no restrictions that may affect their reputation, observing the provisions in Sisorf 4.3.30.100; f) give evidence of the source of the funds used in the venture, observing the provisions in Sisorf 4.3.30.120.

Owners of controlling interest resident or domiciled abroad

24 2. In case of controlling stockholders resident or domiciled abroad, the provisions in Sisorf 4.3.30.200 regarding foreign participation in company stock shall be observed.

Public interest

3. The Central Bank of Brazil may, during the examination of proceedings and given the circumstances of each concrete case and the context of the facts, exceptionally and considering duly justified public interest, waive the fulfillment of the established conditions to be part of the controlling group (Article 4 of Resolution no. 4122/2012).

25 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 60. Requirements for holders of qualified participation

1. Holders of qualified participation shall (Article 4, VI and VII, Article 6, V, and Article 9, III, of Regulation I annex to Resolution no. 4122/2012; Article 2, VI and VII, of Circular no. 3649/2013):

a) expressly authorize for specific use in the relevant approval process:

b) satisfy the Central Bank of Brazil, at its discretion, that there are no restrictions that may affect their reputation, observing the provisions in Sisorf 4.3.30.100; c) give evidence of the source of the funds used in the venture, observing the provisions in Sisorf 4.3.30.120.

26 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 70. Technical interview

General aspects

1. Following the examination of the documents listed in Article 2 of Circular no. 3649, of 2013, Deorf shall summon, observing the provisions in item 7, the future owners of controlling interest of the institution to a preliminary technical interview prescribed by Article 5 of Regulation I annex to Resolution no. 4122, of 2012, in order to present the venture’s proposal, assigning for such date, time and place (Article 5, Heading, of Regulation I annex to Resolution no. 4122/2012; Article 3, Heading, of Circular no. 3649/2013).

2. At the technical interview, the participants of the controlling group (Article 3, Paragraph 1, of Circular no. 3649/2013):

a) may be questioned on any topic related to the venture’s proposal or the applying group; b) may not be replaced by proxies or representatives.

3. In case of establishment of an institution in Brazil which is controlled by a legal entity headquartered abroad, Deorf may authorize the owner of controlling interest or members of the controlling group to be represented at the technical interview by a proxy with specific powers and appropriate knowledge for the interview, especially on the owner of controlling interest, the controlling group and the holders of qualified participation (Article 3, Paragraph 2, of Circular no. 3649/2013).

4. In the case of a favorable manifestation to the venture’s proposal, Deorf shall communicate the decision to the interested parties so they may carry on with the documentation of proceedings and adopt, within sixty days of receiving such communication, the provisions contained in the Heading of Article 5 of Circular no. 3649 of 2013, observing the provisions in Sisorf 4.3.40.50 (Article 6 of Regulation I annex to Resolution no. 4122/2012; Article 4, I, and Article 5, Heading, of Circular no. 3649/2013).

27 5. If the Central Bank of Brazil considers the venture’s proposal inadequate, it shall communicate the decision to the interested parties and may summon them to a new technical interview, providing they present an amended proposal with the necessary adjustments. The deadline for the interested parties to resubmit the venture’s proposal is up to thirty days after receiving the communication (Article 5, Paragraph 1, of Regulation I annex to Resolution no. 4122/2012; Article 4, II, and Paragraph 1, of Circular no. 3649/2013).

6. If the decision of an inadequate venture’s proposal is sustained, the application shall be denied and the interested parties shall be informed (Article 5, Paragraph 2, of Regulation I annex to Resolution no. 4.122/2012; Article 4, Paragraph 2 of Circular no. 3649/2013).

Exemption from technical interview

7. Deorf may waive the technical interview and communicate the fact to the interested parties, in case (Article 5, Paragraph 3, of Regulation I annex to Resolution no. 4122/2012; Article 3, Paragraph 3, of Circular no. 3649/2013):

a) the venture’s proposal is satisfactorily outlined in the executive summary of the business plan and the future owners of controlling interest have demonstrated adequate knowledge on the business sector and segment in which the institution plans to operate; b) the request for operation is elaborated by the institutions addressed in this chapter or by natural persons or legal entities that are members of the controlling group of such institutions.

28 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 80. Knowledge of business by owners of controlling interest

1. The members of the controlling group shall show knowledge of the business sector and segment in which the institution plans to operate, including aspects related to market dynamics, sources of operational funds, management and operational risks (Article 4, Heading, V, of Regulation I annex to Resolution no. 4122/2012; Article 2, V, of Circular no. 3649/2013).

2. In case of shared control, knowledge of the business may be shown, at the discretion of the Central Bank of Brazil, by part of the participants of the controlling group (Article 4, Sole Paragraph, of Resolution no. 4122/2012, as amended by Resolution no. 4279/2013).

29 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 90. Business plan

Introduction

1. Within 60 days of the communication of the Central Bank of Brazil’s favorable manifestation to the venture’s proposal, the interested parties shall present the business plan covering at least the first five years of activity of the institution, composed of the following documents (Article 6, II, and Paragraph 3, II, of Regulation I annex to Resolution no. 4122/2012; Article 5, II, of Circular no. 3649/2013).

a) financial plan, except in the case of establishment of security and stock broker companies, security and stock dealer companies and foreign exchange broker companies, which are exempt from presenting such plan; b) market plan; c) operational plan.

Financial plan

2. The financial plan shall evidence the economic and financial feasibility of the project. The financial plan shall include (Article 4, II, “a” of Regulation I annex to Resolution no. 4122/2012):

a) economic assumptions; b) project assumptions; c) business evaluation methodology; d) financial statement and cash flow projections on a monthly basis; e) capital structure and financing sources; f) estimated discount rate based on a widely acknowledged methodology to calculate the cost of equity; g) Net Present Value (NPV) calculation of the project based on Free Cash Flow to Equity; h) description of the venture’s critical success factors as well as the construction of three scenarios (basic, conservative and ideal), allowing the assessment of the impact generated by variable changes on the results obtained.

3. Although current regulations dispense with the remittance of a financial plan to the Central Bank of Brazil in cases involving the establishment of security and stock broker companies, security and stock dealer companies, and foreign exchange broker companies, it shall nevertheless be formulated. It shall remain at company headquarters during the term covered by the business plan (at least the first five years of activity of the institution) and the Central Bank of Brazil may require its submission at any moment during this period (Article 6, Paragraph 3, II, and Paragraph 4 of Regulation I annex to Resolution no. 4122/2012; Article 5, II of Circular no. 3.649/2013).

4. The amounts mentioned in the spreadsheets shall be discriminated according to the asset and liability and income framework defined by the Financial Institutions Chart of Accounts – Cosif (https://www.bcb.gov.br/estabilidadefinanceira/cosif), with accounts detailed up to level three.

5. The spreadsheets shall allow the Central Bank of Brazil to analyze the consistency of the financial plan projections. Therefore, the spreadsheets shall be submitted in an “open” format, with evident formulas, free from passwords or any other devices that may hinder the examination of the content of such formulas, the identification of the relationships among variables or the performance of sensitivity tests.

Market plan

6. The market plan shall include the following topics (Article 6, II, “b” of Regulation I annex to Resolution no. 4122/2012):

a) strategic objectives of the venture; b) description of the market in which the institutions intends to operate, addressing the risks it presents and those resulting from potential business concentration; c) target public; d) main products and services offered; e) competition analysis; f) technologies employed for product placement and measurement of the dimensions of the service structure.

Operational plan

7. The operational plan shall detail the following aspects (Article 6, II, “c” of Regulation I annex to Resolution no. 4122/2012):

31 a) ownership structure of the institution and economic group of which it is part, listing, at every level of participation, the participants of the controlling group, holders of qualified participation, foreign stockholders, if any, as well as the respective quantity and type of stocks or quotas held so that the final owners of controlling interest are clearly identified; b) relationship the institution intends to establish with the other natural persons or legal entities of the group of which it is part; c) standards of corporate governance and the management structure of the business; d) organizational chart and personnel policy; e) physical structure; f) internal controls, risk management structure, contingency plans and description of systems, procedures and controls to be used in detecting and preventing operations whose characteristics might point to the existence of crimes described in Law no. 9613 of 1998; g) projected structure to meet the demands of the Central Bank of Brazil in relation to providing information for statistical and supervisory ends and divulging accounting statements within established standards.

Allocation to one of the segments mentioned in Resolution no. 4553, of 2017

8. Considering the estimation of its size and the relevance of its international activity based on the information contained in the business plan, the interested parties must indicate to the Central Bank of Brazil the initial allocation of the institution to one of the segments established on Article 2 of Resolution no. 4553, of 2017, observing the provisions in Sisorf 4.3.30.360 (only available in Portuguese) (Article 2, Paragraph 7, of Resolution no. 4553/2017).

32 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 100. Reputation requirements for owners of controlling interest and holders of qualified participation

1. Owners of controlling interest and holders of qualified participation shall be free of restrictions that might, at the discretion of the Central Bank of Brazil, affect their reputation, and shall comply with the following requirements (Article 6, V, of Regulation I annex and Article 2, Heading, of Regulation II annex to Resolution no. 4122/2012):

a) be of good repute; b) not be barred by special law, nor be convicted for any offense of bankruptcy, tax evasion, malfeasance, active or passive corruption, embezzlement, peculation, crime against popular economy, public faith, property or the National Finance System, or be convicted to a criminal sentence barring access, albeit temporarily, to public office; c) not be declared disqualified or impeded to hold office as member of the fiscal council or board of directors, director or managing partner in financial institutions and other institutions authorized to operate by the Central Bank of Brazil or in complementary pension funds, insurance companies, capitalization companies, publicly-held corporations or entities subject to the supervision of the Securities and Exchange Commission of Brazil (CVM); d) not be answering, personally or as owner of controlling interest or administrator of a company, to demands related to unpaid debts, judicial collection, issuance of checks with insufficient funds, default of obligations and other similar occurrences and circumstances; e) not be declared bankrupt or insolvent; f) not having controlled or managed in the two years prior to the election, a company or corporation involved in processes of insolvency, liquidation, intervention, bankruptcy or judicial recovery.

2. In cases of persons who do not fulfill the conditions prescribed in “d” to “f” of the previous item, the Central Bank of Brazil may analyze the individual situation of applicants with a view to accepting their appointment (Article 6, V, of Regulation I annex and Article 2, Sole Paragraph, of Regulation II annex to Resolution no. 4122/2012).

3. In order to assess compliance with the criteria of having good repute, the Central Bank of Brazil may consider the following situations and occurrences (Article 6, V, of Regulation I annex and Article 3, Heading, of Regulation II annex to Resolution no. 4122/2012):

a) judicial process or police investigation involving the applicant or any company of which he or she is or had been, at the time of the facts, an owner of controlling interest or administrator; b) judicial or administrative process related to the National Financial System; c) other similar situations, occurrences or circumstances deemed relevant by the Central Bank of Brazil.

4. In analyzing the criteria established in the previous item, the Central Bank of Brazil shall consider the circumstances of each case, as well as the context surrounding the submission of the request with a view to evaluate the possibility of accepting or rejecting the candidate, considering the public interest (Article 3, Sole Paragraph of Regulation II annex, Article 6, V, of Regulation I annex to Resolution no. 4122/2012).

5. Without affecting all the other documents required for the documentation of proceedings, the candidate shall submit to the Central Bank of Brazil a statement on his or her possible involvement in any of the situations described in items 1 and 3 above, according to Sisorf template 8.1.30.14 (only available in Portuguese). In case of involvement in any of the situations described, the candidate shall mention the facts in the statement, including a detailed description of their nature, information on the current situation and a justification of why such facts are not considered an impediment to complying with the conditions established, and annex supporting documentation (Article 4, Heading, of Regulation II annex, Article 4, III, of Regulation I annex to Resolution no. 4122/2012; Article 2, IV of Circular no. 3649/2013; Article 1, III, of Circular Letter no. 3598/2012).

34 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 110. Economic and financial ability of owners of controlling interest

1. Parties interested in establishing institutions addressed in this chapter shall give evidence that the controlling group, or each individual who participates in the controlling group, at the discretion of the Central Bank of Brazil, has economic and financial ability compatible with the size, nature and objective of the venture by submitting, at least, audited balance sheets or copies of the annual income tax return (Article 6, IV, of Regulation I annex to Resolution no. 4122/2012; Article 5, IV, of Circular no. 3649/2013).

2. In case of a natural person who owns controlling interest, equity shall be assessed based on the Natural Person Yearly Income Tax Return of the three previous fiscal years or, in the case of residents abroad, an equivalent document giving evidence of annual income and listing the natural person’s assets, rights and encumbrances with their corresponding value (Article 5, IV, and Article 16, II, Annex I, Document 19, of Circular no. 3649/2013).

3. In case of a legal entity which owns controlling interest – except in case of an institution authorized to operate by the Central Bank of Brazil –, equity shall be assessed based on a copy of the balance sheets of the previous three fiscal years audited by an independent auditor duly registered with the Securities and Exchange Commission of Brazil (CVM), or equivalent document in case of a legal entity headquartered abroad. If necessary, the Central Bank of Brazil may require the submission of the remaining financial statements in order to complement the examination (Article 3, I, of Resolution no. 4122/2012; Article 5, IV, and Article 16, II, Annex I, Document 18, of Circular no. 3649/2013).

4. In case the owner of controlling interest is an institution supervised by the Central Bank of Brazil, equity shall be assessed based on the most recent financial statements submitted to the Bank under current regulation (Article 5, IV, of Circular no. 3649/2013).

5. For the purpose of assessing economic and financial ability, the Central Bank of Brazil shall additionally consider the capital participation by interested parties in controlled companies that are financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

35 6. Assessment of economic and financial ability may, at the discretion of the Central Bank of Brazil, be restricted to owners of controlling interest that are legal entities without assessment of natural persons when capital control of the institution is held, directly or indirectly, by:

a) a publicly-held company with pulverized share ownership; or b) a financial institution headquartered in countries where supervising authorities carry out consolidated global supervision.

7. In case of a cooperative bank, only the legal entities that are owners of controlling interest are required to show evidence of economic and financial ability compatible with the venture (Article 2 of Resolution no. 2788/2000).

8. In cases involving quotas or stocks with right to usufruct, economic and financial ability shall only be required of the person who effectively controls the institution.

36 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 120. Evidence of source of funds

1. The participants of the controlling group and holders of qualified participation shall give evidence of the source of the funds used in the venture, including (Article 9, III, of Regulation I annex to Resolution no. 4122/2012; Article 6, Paragraph 5, and Article 9, Sole Paragraph, of Circular no. 3649/2013):

a) initial paid-in capital; b) increase of capital stock, if applicable.

2. At the beginning of the documentation of proceedings, the interested parties shall present documents identifying the funds to be used in the venture by all owners of controlling interest and all holders of qualified participation (Article 2, VI, Circular no. 3649/2013).

3. To this end, they shall inform the source of the funds to be used, such as: cash on hand available in banks or held in cash, financial investments, sale of movable property or real estate, receipt of inheritance, donations, awards, advance on a descendant’s legitimate part in future inheritance, loans etc.

4. When submitting the corporate acts of establishment to the approval of the Central Bank of Brazil, all participants of the controlling group and all holders of qualified participation shall give evidence of the source and corresponding financial transactions of the funds used for the initial paid-in capital through documents attesting the indicated sources, operations performed and financial transactions, including the transference of funds to the legal entity (Article 6, Paragraph 5, of Circular no. 3649/2013).

5. When submitting to the approval of the Central Bank of Brazil corporate acts deliberating on capital increase, when applicable, evidence of the source of funds used in the venture shall also be given by all participants of the controlling group and holders of qualified participation (Article 9, Sole Paragraph, of Circular no. 3649/2013).

6. Documents evidencing the source of funds include, among others: bank statements and receipts; deed of purchase and sale of real estate; yearly natural person income tax return

37 (or equivalent document, in the case of residence abroad, giving evidence of annual income and listing the natural person’s assets, rights and encumbrances, with their corresponding value); audited balance sheet; documents of inheritance, donations, awards and advance on a descendant’s legitimate part in future inheritance; loan agreement; foreign exchange agreement and Annual Report, in the case of a person domiciled or headquartered abroad.

7. The submitted documents shall clearly evidence the legality of the used funds and the corresponding financial transactions.

8. For natural persons, evidence of the source of funds shall be compatible with the information included in the Yearly Natural Person Income Tax Return. The analysis also takes into account the consistency of the evolution of assets shown in the last three tax returns (Article 16, II, and Annex 1, 19, of Circular no. 3649/2013).

9. For legal entities, evidence of the source of funds shall be compatible with audited balance sheets. If the owner of controlling interest or holder of qualified participation is an institution subject to the supervision of the Central Bank of Brazil, the source of funds shall be compatible with the financial statements submitted in accordance with current regulations (Article 16, II, and Annex 1 of Circular no. 3649/2013).

10. The requirement to show evidence of the source of funds is consistent with federal government policies related to activities aimed at preventing the use of the Financial System to conceal property, rights and values (“money laundering”), addressed in Law no. 9613, of 1998, and appropriate complementary regulations.

11. Whenever the funds are originated from operations transacted abroad, the Central Bank of Brazil shall examine the legality of the operations related to the entry of the funds in Brazil.

12. If the funds are originated from the donation of assets and rights made abroad, the formalities prescribed by the Brazilian Civil Code are not required. However, regarding evidence of the source of funds, the grantee of the donation shall submit documents, duly legalized and translated, evidencing that the operation has been conducted according to the laws of the country where the assets and domicile of the grantor were originally located, the legal documentation of which shall also be forwarded to the Central Bank of Brazil.

13. The Central Bank of Brazil may require the submission of any additional documents and information that may evidence the source of funds (Article 3, I, of Resolution no. 4122/2012). 38

14. In case there are no convincing elements of the evidence of the source of funds used to establish the company, the Central Bank of Brazil shall not grant the requested authorization. In case of signs of money laundering, the Central Bank of Brazil shall communicate the fact to the Council for Financial Activities Control (Coaf) for investigation. In case of signs of tax evasion, the Central Bank of Brazil shall communicate the fact to the Brazilian Internal Revenue Service, the office in charge of preliminary investigation. In case of signs of another kind of crime of public action, the Central Bank of Brazil shall communicate the fact to the Federal Prosecutor’s Office.

39 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 130. Company name

1. The company name shall not bear any identification or similarity with an existing company name, even though the companies involved might pursue different kinds of activities, since this might confuse the public, investors and users.

2. The following terms shall obligatorily be included in the name of the institutions listed below:

a) commercial banks or universal banks: “Banco”; this requirement is not met by the use of the term “Bank” or any other similar foreign term; b) development banks: “Banco de Desenvolvimento”, followed by the name of the state where the institution is headquartered (Article 1, Sole Paragraph, of Regulation annex to Resolution no. 394/1976); c) investment banks: “Banco de Investimento” (Article 1 , Paragraph 1, of Resolution no. 2624/1999); d) commercial banks and universal banks established under capital control of central credit unions: “Banco Cooperativo” (Article 1, Paragraph 3, of Resolution no. 2788/2000); e) mortgage companies: “Companhia Hipotecária” (Article 1, Sole Paragraph, of Resolution no. 2122/1994); f) leasing companies: “Arrendamento Mercantil” (Article 4 of Regulation annex to Resolution no. 2309/1996); g) credit, funding and investment companies: “Crédito, Financiamento e Investimento” (Item XXXV of Ministry of Finance Ordinance 309/1959); h) security and stock dealer companies: “Distribuidora de Títulos e Valores Mobiliários” (Article 4 of Regulation annex to Resolution no. 1120/1986); i) exchange broker companies: “Corretora de Câmbio” (Article 2, Sole Paragraph, of Regulation annex to Resolution no. 1770/1990); j) security and stock broker companies: “Corretora”, combined with the terms “de Títulos” and/or “Valores” and/or “Mobiliários”; k) development agencies: “Agência de Fomento”, with the addition of the controlling federal unit (Article 1, Paragraph 3, of Resolution no. 2828/2001);

40 l) real estate credit companies: “Crédito Imobiliário” (Article 1, Sole Paragraph, of Resolution no. 2735/2000); m) foreign exchange banks: “Banco de Câmbio” (Article 1, Sole Paragraph, of Resolution no. 3.426/2006);

3. No private banking institution shall use the term “central” in its company name (Article 1, of Law 3.113/1957).

4. The use of trading names by financial institutions is not forbidden under current regulations.

5. There is no legal provision reserving the terms “banco” or “bank” for financial institutions. However, the use of these terms by non-financial institutions is not advisable, since it might confuse the public.

6. The company name shall additionally meet the requirements of current legislation and regulations, observing the provisions in Sisorf 4.3.32.10 (only available in Portuguese).

41 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 140. Capital stock

Initial capital

1. The initial paid-in capital of institutions addressed in this chapter shall always be in legal tender. Paid-in capital increases other than in legal tender may result from the incorporation of reserves and profits, under the rules issued by the National Monetary Council (Articles 26 and 28 of Law no. 4595/1964; Article 7, Paragraph 2, of Regulation I annex to Resolution no. 4122/2012).

2. At the initial capital subscription and its increases in legal tender, at least 50% (fifty percent) of the subscription total shall be paid-in. Apart from the situation described in the following item, this value shall not be inferior to the minimum paid-in capital and stockholder’s net equity established by current regulations. Any remaining initial capital or capital increase in legal tender shall be paid-in within one year of the date of the completion of the respective proceedings (Article 27, Heading and Paragraph 2, of Law no. 4.595/1964).

Minimum capital

3. The institution shall observe the minimum capital and stockholder’s net equity established by current regulations, observing the provisions in Sisorf 4.3.30.150.

4. While the company preserves, in its bylaws or acts of association, a clause forbidding all kinds of activity prior to the issue of the authorization to operate, with the exception of those necessary to implement the organizational structure prescribed by the business plan, according to Article 7, Paragraph 1, I, of Regulation I annex to Resolution 4122 of 2012, the paid-in capital may be limited to an amount sufficient to meet such needs (Article 7, Paragraph 3, of Regulation I annex to Resolution no. 4122/2012).

Deposit of amount received from subscribers

42 5. The amounts of initial capital and increased capital received from subscribers shall be deposited with the Central Bank of Brazil within five days of receipt and shall remain unavailable until the approval of the company’s corporate acts or of the capital increase, whichever the case, observing the provisions in Sisorf 4.3.30.240 (Article 27, Paragraph 1, of Law no. 4595/1964).

Issue of preferred stock

6. Observing the rules established by the National Monetary Council, the institutions addressed in this title may issue up to 50% (fifty percent) of their capital stock in preferred stock with no voting rights (Article 25, Paragraph 1, of Law no. 4595/1964, as amended by Law no. 5710/1971; Article 15, Paragraph 2, of Law no. 6404/1976, as amended by Law no. 10303/2001).

Authorized capital

7. Financial institutions and other institutions authorized to operate by the Central Bank of Brazil may use the prerogative prescribed by Article 168 of Law no. 6404 of 1976 of including, in their bylaws, authorization to increase capital independently from any amendment to the bylaws (Article 1, of Circular no. 1833/1990).

8. In the case of a financial institution with authorized capital, the bylaws shall contain both the value of the capital stock and the number of stocks into which the capital is divided, and the limit of authorized capital (expressed either in terms of capital value or number of stocks), in accordance with the provisions in Articles 5 and 11 of Law no. 6.404 of 1976.

Further legal and regulatory aspects

9. The institutions addressed in this chapter shall additionally observe, in relation to capital stock, the further aspects contained in the current legislation and regulations, observing the provisions in Sisorf 4.3.32.30 (only available in Portuguese).

43 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 150. Minimum capital

1. Institutions addressed in this chapter shall permanently comply with the following minimum limits of paid-in capital and net equity (Article 1, of Regulation II annex to Resolution no. 2099/1994, as amended by Resolutions 2607/1999 and 3334/2005; Article 5 of Resolution no. 2828/2001; Article 9 of Resolution no. 3334/2005; Article 5 of Resolution no. 3426/2006):

a) R$ 17.5 million: commercial banks and universal banks with commercial portfolio; b) R$ 12.5 million: investment banks, development banks, corresponding portfolios of a universal bank and savings bank; c) R$ 7 million: foreign exchange banks, credit, financing and investment companies, real estate credit companies, leasing companies, as well as the following portfolios of a universal bank: credit, financing and investment, real estate credit and leasing; d) R$ 4 million: development agencies; e) R$ 3 million: mortgage companies; f) R$ 1.5 million: security and stock broker companies and security and stock dealer companies qualified to perform repurchased operations as well as firm guarantee operations of security subscription for later sale, margin account or swap operations in which there is assumption of any rights and obligations with the counterparts; g) R$ 550 thousand: security and stock broker companies and security and stock dealer companies that perform operations not included in (f) above; h) R$ 350 thousand: foreign exchange broker companies.

2. With the exception of development agencies, the amounts mentioned in the previous item shall be reduced in 30% (thirty percent) in case the institution has its registered office or headquarters and at least 90% (ninety percent) of its facilities operating outside the states of Rio de Janeiro and/or São Paulo (Article 1, Paragraph 1, of Regulation II annex to Resolution no. 2099/1994, as amended by Article 1 of Resolution no. 2.607/1999).

3. For the purpose of calculating the 90% (ninety percent) limit mentioned above, only facilities for which capitalization is required under current regulations shall be taken into

44 account (Article 1, Paragraph 2, of Regulation II annex to Resolution no. 2099/1994, as amended by Article 1 of Resolution no. 2.607/1999)

4. For a universal bank, commercial bank, investment bank or development agency to operate in the foreign exchange market, an addition of R$ 6.5 million to the established amounts of paid-in capital and net equity is required (Article 1, Paragraph 3, of Regulation II annex to Resolution no. 2099/1994, as amended by Resolution no. 2607/1999; Article 3, Paragraph 2, of Resolution no. 2828/2001, as amended by Resolution no. 3757/2009).

5. For a development agency to perform leasing operations, an addition of R$ 7 million to the established amounts of paid-in capital and net equity is required, with a reduction of 30% (thirty percent) for development agencies headquartered outside the states of Rio de Janeiro and São Paulo (Article 3, Paragraph 2, II, of Resolution no. 2828/2001, as amended by Resolution no. 3757/2009).

6. Having complied with the required minimum limits of paid-in capital and net equity, any institution, with the exception of development agencies, may apply for the establishment in Brazil of up to ten branches (Article 2, Heading, of Regulation II annex to Resolution no. 2099/1994, as amended by article 1 of Resolution no. 2607/1999).

7. For the purpose of capitalization, the registered office or headquarters is taken into account in calculating the ten branches (Article 2, Paragraph 1, of Regulation II annex to Resolution no. 2099/1994, as amended by article 1 of Resolution no. 2607/1999).

8. In establishing branches in excess of the ten mentioned in the previous item, 2% (two percent) per branch is added to the respective amounts of paid-in capital and net equity, when established in the states of Rio de Janeiro and/or São Paulo, and 1% (in one percent) in any other state (Article 2, Paragraph 2, of Regulation II annex to Resolution no. 2099/1994, as amended by article 1 of Resolution no. 2607/1999; Resolution no. 4072/2012).

9. In the case of the establishment of more than ten branches, the capital is calculated by considering primarily, for the purpose of calculating the ten agencies exempt from capitalization, those that require an increase of 1% (one percent) (Article 2, Paragraph 3, of Regulation II annex to Resolution no. 2099/1994, as amended by article 1 of Resolution no. 2607/1999).

10. For any institution having or intending to have branches or capital participation, direct or indirect, in a financial or similar institution abroad, to the minimum required paid-in capital and net equity shall be added an amount equivalent to 300% (three hundred

45 percent), equivalent to R$ 52.5 million, of the required minimum paid-in capital for the establishment of a commercial bank in Brazil (Article 2, III, of Resolution no. 2723/2000).

11. Institutions authorized to operate by the Central Bank of Brazil shall, in addition to the minimum capital required by specific regulations, increase the paid-in capital by R$ 2 million for each one of the modes of payment services, described as follows, with which they plan to operate (Article 4, Article 30, Heading, and Article 41 of Circular no. 3885/2018):

a) electronic money issuer; b) issuer of postpaid payment instrument; c) acquiring.

12. For the purpose of verifying compliance with the minimum limits established by current regulation, a deduction shall be made to the net equity of institutions addressed in this title corresponding to the minimum paid-in capital and net equity established for institutions in which they have capital participation, adjusted to the percentage of each capital participation (Article 3 of Regulation II annex to Resolution no. 2099/1994, as amended by Resolution no. 2678/1999).

46 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 160. Corporate purpose

General provisions

1. In defining the corporate purpose, the legal and regulatory provisions governing the topic shall be observed, as well as those in Sisorf 4.3.32.20 (only available in Portuguese).

2. In determining the corporate purpose of a universal bank, the authorized operational portfolios need not be discriminated in the bylaws, sufficing the expression “general banking operations” to characterize its corporate purpose, since all the modes allowed by current regulation constitute typical banking activities.

3. The description of the corporate purpose in the bylaws or articles of association may take on either a general or a comprehensive form. If the comprehensive form is adopted, detailing all types of operations, only the activities described in the corporate purpose may be performed by the institution.

4. In case of operations requiring specific authorization, such as performing foreign exchange or rural credit operations or providing payment services related to the modes of issuing electronic currency, post-paid payment devices and accreditation, such prerogative shall only be included in the bylaws or articles of association if the institution has actual authorization for the mode. In these cases, the provisions in chapters 4.11 (Authorization to perform foreign exchange operations – only available in Portuguese), 4.13 (Authorization to perform rural credit operations – only available in Portuguese) and 4.33 (Authorization to provide payments services – only available in Portuguese) shall be observed.

Universal bank

5. A universal bank performs operations which are typical of the singular institutions corresponding to its portfolios, and shall be established with at least two of the following portfolios, one of which must necessarily be a commercial or investment portfolio (Article 7, Regulation I annex to Resolution no. 2099/1994):

a) commercial; b) investment and/or development (the latter for public banks only); c) real estate credit; d) credit, financing and investment; and e) leasing.

Commercial bank

6. A commercial bank has the following corporate purposes:

a) provide funds needed to finance, in the short and medium term, the trade, manufacturing and services sectors, individuals and third parties in general; b) gather demand and term deposits; c) manage securities portfolios; d) discount securities; e) perform special rural credit, foreign exchange and foreign trade operations; f) transfer funds obtained from official institutions to customers; g) perform settlement and central custodian functions related to operations processed in exchanges, being established under the control of stock exchanges, commodities and futures exchanges, or stock, commodities and futures exchanges (Article 1, of Resolution no. 4073/2012); h) provide payment services related to the modes of electronic money issuer, issuer of postpaid payment instrument and acquiring (Circular no. 3885/2018).

7. A commercial bank is authorized to perform purchase and sale operations in the physical market of gold, on its own or on third parties’ behalf (Item 1, Resolution no. 1.428/1987).

Cooperative bank

8. A cooperative bank has the same corporate purpose as a commercial bank or a universal bank (Article 4, of Resolution no. 2788/2000).

Investment bank

9. An investment bank is a private financial institution specialized in operations related to temporary capital participation in other companies, financing productive activities through the supply of fixed and working capital and managing third parties’ funds (Article 1, Heading, of Resolution no. 2624/1999).

48 10. In addition to the activities inherent to its purposes, an investment bank is authorized to (Article 1, Paragraph 2, of Resolution no. 2624/1999):

a) perform purchase and sale operations, on its own or on third parties’ behalf, of precious metals on physical markets and of any bonds and securities on financial and capital markets; b) operate in commodity and futures exchanges, as well as organized over-the-counter markets on its own or on third parties’ behalf; c) operate in all modes of credit granting the financing of fixed and working capital; d) participate in the process of issuance, subscription for resale and distribution of bonds and securities; e) operate in foreign exchange, subject to specific authorization by the Central Bank of Brazil; f) coordinate reorganization and restructuring processes of companies and conglomerates, financial or not, through consultancy services, capital participation and/or granting of funding or loans; g) perform other operations authorized by the Central Bank of Brazil .

11. Investment banks may also provide services related to the management of businesses with corporate purposes directly related to operations performed in the scope of the financial market, including the practice of activities necessary for their operation, such as bookkeeping, management of assets and liabilities and custody. In case the aforementioned services involve the management of the company’s or its investors’ funds, regulation concerning the management of third party resources shall be observed (Article 1, of Circular no. 2.998/2000).

Development bank

12. The main purpose of a development bank is to provide a timely and adequate supply of funds needed to finance, in the middle and long terms, programs and projects aimed at fostering the economic and social development of the state of the Federation where the bank headquarters is located, granting support primarily to the private sector (Article 4, Heading, of Regulation annex to Resolution no. 394/1976).

13. Exceptionally, when the venture aims to generate benefits of common interest, a development bank may support programs and projects developed in neighboring states to its area of activity (Article 4, Paragraph 1, of the Regulation annex to Resolution 394/1976).

14. In order to achieve its purpose, a development bank may support initiatives that aim to (Article 5, of Regulation annex to Resolution no. 394/1976):

a) increase the production capacity of the economy through the establishment, expansion and/or relocation of business ventures; b) foster greater productivity either through company reorganization, rationalization, modernization and stock building – at appropriate technical levels – of raw materials and finished products, or through the establishment of integrated trade companies; c) ensure a better organization of regional economic sectors and the recovery of companies by means of takeovers, mergers, associations, assumption of capital and property control and/or liquidation or consolidation of costly liabilities or assets; d) increase rural production through integrated investment projects geared towards building fixed or semi-fixed capital; e) promote the incorporation and development of production technology, managerial enhancement, training and improvement of technical personnel, sponsoring, to this end, technical assistance programs, preferably through specialized companies and entities.

15. Development banks are not allowed to (Article 15, of Regulation annex to Resolution no. 394/1976):

a) operate in foreign exchange securities acceptances for offering in the capital market; b) establish and manage investment funds; c) perform rediscount operations; d) acquire real property, except for their own use or leasing operations; e) finance land division for sale and the development and sale of real estate, except for operations related to the development of industrial districts.

Real estate credit companies

16. A real estate credit company is a financial institution specialized in real estate financing operations, and it may, in addition to the activities inherent to its objectives, operate in all modes permitted by the rules governing the employment of funds gathered in savings accounts (Article 1, Heading, and Article 2 of Resolution no. 2735/2000).

Leasing companies

17. The main objective of a leasing company is the leasing of chattel property, of domestic or foreign production, and real estate property purchased by the lessor for use by the lessee, according to the specifications of the latter (Articles 3 and 11, of Regulation annex to Resolution no. 2309/1996).

50 Credit, financing and investment company

18. The main purpose of a credit, financing and investment company is to perform credit operations aimed at (Paragraph II of Resolution no. 45/1966 and Paragraph I, “a” and “b” of Resolution no. 1092/1986):

a) financing goods and services for natural persons and legal entities; and b) financing working capital for legal entities.

Security and stock dealer company

19. The corporate purpose of a security and stock dealer company is to (Article 2, Heading, of Regulation annex to Resolution no. 1120/1986):

a) subscribe, either individually or in association with other authorized companies, issuances of bonds and securities for resale; b) operate as an intermediary in the public offer and distribution of bonds and securities in the market; c) purchase and sell bonds and securities, on its own and on third parties’ behalf, observing the regulation issued by the Central Bank of Brazil and the Securities and Exchange Comission of Brazil (CVM) in their respective jurisdictions; d) manage portfolios and perform custody of bonds and securities; e) perform the subscription, transfer and authentication of endorsements, split of share certificates, receipt and payment of redemptions, interests and other returns on bonds and securities; f) perform the functions of a trustee; g) establish, organize and manage investment clubs and funds; h) establish investment companies – foreign capital and manage the respective portfolio of bonds and securities; i) practice operations in the floating rate foreign exchange market; j) practice margin account operations under the regulations of the Securities and Exchange Comission of Brazil (CVM); k) perform repurchase operations; l) practice purchase and sale operations, on its own or on third parties’ behalf, of precious metals on physical markets according to regulations issued by the Central Bank of Brazil; m) operate in commodity and futures exchanges, on its own or on third parties’ behalf, observing the regulations issued by the Central Bank of Brazil and the Securities and Exchange Comission of Brazil (CVM) in their respective jurisdictions; n) provide intermediation and advisory or technical assistance services in operations and activities in the financial and capital markets;

51 o) lend bonds and securities included in the respective portfolios to its principals exclusively to offer guarantees, provided that the conditions established in Article 2, XV and Paragraphs 1 to 4, of Regulation annex to Resolution no. 1120, of 1986, are met; p) issue electronic money, as foreseen in the regulation in effect; and q) perform other activities expressly authorized jointly by the Central Bank of Brazil and the Securities and Exchange Commission of Brazil (CVM).

20. As of March 4, 2009, security and stock dealer companies are authorized to operate directly in the environments and dealing systems of the organized stock exchange markets (Joint Decision BCB/CVM 17/2009).

21. Security and stock dealer companies are not allowed to (Article 12, of Regulation annex to Resolution no. 1120/1986):

a) perform operations that may characterize any form of financing, lending or credit to their customers, including assignment of rights, except in case of margin account operations and other operations prescribed by the current regulation; b) charge their consigners brokerage fees or any other commissions concerning the trade of specific securities during the period of their primary offering; c) acquire assets not intended for their own use, except when received as collection of difficult or doubtful debts, in which case the assets must be sold within one year from receipt, which may be extended twice, at the discretion of the Central Bank; d) contract loans or financing with financial institutions, except to acquire goods intended for their own use or to accomplish the activities prescribed by their corporate purpose, provided these operations, on the whole, do not exceed two times the institution’s respective capital base; e) submit orders to brokerage companies concerning operations involving final consigners who are not registered in a stock exchange; f) enter into contracts of loan agreements with a natural person or a legal entity, financial or not, except loan agreements concerning margin account and stock lending operations, carried out under the current regulation.

Security and stock broker company

22. The corporate purpose of a security and stock broker company is to (Article 2, Heading, of Regulation annex to Resolution no. 1655/1989):

a) operate in a facility or system maintained by a stock exchange; b) subscribe, either individually or in association with other authorized companies, issuances of bonds and securities for resale;

52 c) operate as an intermediary in the public offer and distribution of bonds and securities in the market; d) purchase and sell bonds and securities, on its own and on third parties’ behalf, observing the regulations issued by the Central Bank of Brazil and the Securities and Exchange Comission of Brazil (CVM) in their respective jurisdictions; e) manage portfolios and perform custody of bonds and securities; f) perform the subscription, transfer and authentication of endorsements, split of share certificates, receipt and payment of redemptions, interests and other returns on bonds and securities; g) perform the functions of a trustee; h) establish, organize and manage investment clubs and funds; i) operate as an investment company – foreign capital and manage the respective portfolio of bonds and securities; j) perform operations of certificate issuing agent and maintaining book-entry services of stocks; k) issue certificates of deposit of stocks; l) intermediate foreign exchange operations; m) practice operations in the floating rate foreign exchange market; n) practice margin account operations, according to the regulations of the Securities and Exchange Comission of Brazil (CVM); o) perform repurchase operations; p) practice purchase and sale operations, on its own or on third parties’ behalf, of precious metals in the physical market according to regulations issued by the Central Bank of Brazil; q) operate in commodity and futures exchanges, on its own or on third parties’ behalf, observing the regulations issued by the Central Bank of Brazil and the Securities and Exchange Comission of Brazil (CVM) in their respective jurisdictions; r) provide intermediation and advisory or technical assistance services in operations and activities in the financial and capital markets; s) lend bonds and securities included in the respective portfolios to its principals exclusively to offer guarantees, provided that the conditions established in Article 2, XIX and Paragraphs 1 to 4, of Regulation annex to Resolution no. 1655, of 1989, are met; t) issue electronic money, as foreseen in the regulation in effect; and u) perform other activities expressly authorized jointly by the Central Bank of Brazil and the Securities and Exchange Comission of Brazil (CVM).

23. Security and stock broker companies are not allowed to (Article 12, of Regulation annex to Resolution no. 1655/1989):

53 a) perform operations that may characterize any form of financing, lending or credit to their customers, including assignment of rights, except in case of margin account operations and other operations prescribed by the current regulation; b) charge their consigners brokerage fees or any other commissions concerning the trade of specific securities during the period of their primary offering; c) acquire assets not intended for their own use, except when received as collection of difficult or doubtful debts, in which case the assets must be sold within one year from receipt, which may be extended twice, at the discretion of the Central Bank of Brazil; d) contract loans or financing with financial institutions, except to acquire goods intended for their own use or to accomplish the activities prescribed by their corporate purpose, provided these operations, on the whole, do not exceed two times the institution’s respective capital base; e) submit orders to brokerage companies concerning operations involving final consigners who are not registered in a stock exchange; f) enter into contracts of loan agreements with a natural person or a legal entity, financial or not, except loan agreements concerning margin account and stock lending operations, carried out under the current regulation.

Foreign exchange broker company

24. A foreign exchange broker company has the sole corporate purpose of intermediating foreign exchange operations and performing operations in the foreign exchange market (Article 1, of Regulation annex to Resolution no. 1770/1990; Article 3, III, of Resolution no. 3568/2008).

25. It must be noted that a foreign exchange broker company may be authorized to operate solely as an intermediary of foreign exchange operations. Therefore, in case it intends to perform operations in the foreign exchange market, specific authorization shall be needed, observing the provisions in Chapter 4.11 (only available in Portuguese).

26. Foreign exchange broker companies are not allowed to (Article 8, of Regulation annex to Resolution no. 1770/1990):

a) perform operations that may characterize any form of financing, lending or credit to their customers, including assignment of rights; b) acquire assets not intended for their own use, except when received as collection of difficult or doubtful debts, in which case the assets must be sold within one year from receipt, which may be extended twice, at the discretion of the Central Bank of Brazil; c) contract loans or financing with financial institutions, except to acquire goods intended for their own use.

54 Development agency

27. The corporate purpose of a development agency is to finance fixed capital and working capital associated to projects in the unit of the Federation where its headquarters are located. Regarding the corporate purpose of a development agency, projects shall be understood as ventures aimed at either expanding or maintaining the production capacity of goods and services prescribed by economic and social development programs of the unit of the Federation where the agency’s headquarters are located (Article 1, of Resolution no. 2828/2001).

28. Development agencies may perform, in the unit of the Federation where their headquarters are located, the following operations and activities, observing the regulations applicable to each case (Article 3, of Resolution no. 2828/2001):

a) finance fixed capital and working capital associated to projects; b) grant guarantees in operations compatible with their corporate purpose; c) provide consultancy and financial agency services; d) provide services concerning the management of development funds, observing the provisions in Article 35, of Supplementary Law no. 101 of May 4, 2000; e) invest cash and cash equivalents in federal public securities, including by means of repurchase operations mentioned in Resolution no. 3339, of 2006, or in quotas of investment funds whose portfolios are composed exclusively of federal public securities, provided they are in accordance with the regulations of such funds; f) assign credits; g) acquire, directly or indirectly, including by means of investment funds, credits and debentures originated from operations compatible with their corporate purpose; h) hold capital participation, directly or indirectly, including by means of investment funds, in companies that are not part of the financial system, organized as limited liability partnerships, whose capital stock is fully paid-in, or as corporations, provided such operations are compatible with their corporate purpose and the following conditions are observed:

I - it does not result in a status of controlling partner or stockholder; II - the company is not controlled, directly or indirectly, by a unit of the Federation; III - the unit of the Federation has no significant influence in the company; or IV - participation in the total capital stock of a single company or in the equity of a single investment fund does not exceed the limit of 25% (twenty-five percent);

i) perform derivatives operations to protect their own positions; j) perform rural credit operations;

55 k) finance the development of small sized occupational, commercial or industrial enterprises, including to natural persons; l) perform specific foreign exchange operations authorized by the Central Bank of Brazil; m) perform financial leasing operations, contracted with either the seller of goods or legal entities related with him or her, and/or performed with resources of federal public development institutions; n) purchase quotas of funds in which the Federal Government has a stake, established with the purpose of guaranteeing the risk of credit operations, as prescribed by articles 7 to 13 of Law no. 12087, of 2009; o) invest in interbank deposits linked to microfinance operations (DIM).

29. The operation addressed in “g” of the previous item, when performed indirectly by means of investment funds, shall be restricted to the acquisition of quotas of investment funds in credit rights (FIDC) (Article 3, Paragraph 3, of Resolution 2828/2001).

30. The capital participation detailed in “h” of item 28, when performed indirectly by means of investment funds, shall be restricted to the purchase of quotas of investment funds in capital participation (FIP), mutual investment funds in emergent companies (FMIEE), investment funds in innovative emergent companies (FIEEI), investment funds in infrastructure capital participation (FIP-IE), and investment funds in the production of intensive economic research, development and innovation (FIP-PD&I), and national film industry financing fund (Funcine) (Article 3, Paragraph 4, of Resolution 2828/2001).

31. The funds addressed in the two previous items shall keep their resources invested mainly in assets which are consistent with the corporate purpose of development agencies (Article 3, Paragraph 5, of Resolution no. 2828/2001).

32. Exceptionally, when the venture aims to generate benefits of common interest, a development agency may provide assistance services to programs and projects conducted in a unit of the Federation neighboring the area of its activities (Article 3, Paragraph 1, of Resolution no. 2828/2001).

33. Development agencies are not allowed to (Article 4, of Resolution no. 2828/2001):

a) have access to the Central Bank of Brazil’s lines of financial assistance and rediscount; b) have access to the Bank Reserves account of the Central Bank of Brazil; c) gather resources from the public, including foreign resources, except those originating from national and international development bodies and financial institutions; d) contract interbank deposits, either as depositor or depositary, except interbank deposit related to microfinance operations (DIM).

56 Mortgage company

34. The corporate purpose of a mortgage company is to (Article 3, of Resolution no. 2122/1994):

a) grant credit for the acquisition, production, refurbishing or marketing of residential or commercial buildings and urban plots of land; b) grant loans and credit, guaranteed by mortgage or chattel mortgage of real estate, for use other than as mentioned in “a” above; c) purchase, sell, refinance and manage credits guaranteed by mortgage or chattel mortgage of either its own or of third parties’ real estate; d) manage real estate investment funds, if authorized by the Brazilian Security and Exchange Commission; e) onlend funds intended to finance the production or acquisition of residential or commercial real property.

Foreign exchange bank

35. A foreign exchange bank is a financial institution specialized in the following operations (Article 1, Heading, of Resolution no. 3426/2006):

a) purchase and sale of foreign currency; b) transfer of funds to and from foreign countries; c) import and export financing; d) foreign exchange contract advances; e) other operations, including providing services, prescribed by foreign exchange market regulations.

36. A foreign exchange bank may, in addition to the activities mentioned in the previous item (Article 2, of Resolution no. 3426/2006):

a) operate in Brazil’s financial market, including commodities and futures exchanges, as well as in over-the-counter markets, performing operations, on the bank’s own behalf, referred in foreign currencies or linked to foreign exchange operations; b) make interfinancial deposits under current applicable regulations; c) perform other activities, as authorized by the Central Bank of Brazil.

57 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subseção: 170. Bylaws or articles of association

Bylaws or articles of association of an institution which is being established

1. The bylaws or articles of association of a legal entity applying for authorization to operate by the Central Bank of Brazil shall contain, expressly, a clause establishing that (Article 7, Paragraph 1, I, of Regulation I annex, Article 10, Heading, of Regulation II annex to Resolution no. 4122/2012; Article 6, Paragraph 2, of Circular no. 3649/2013):

a) until the authorization for the institution to operate is issued, all kinds of activities are forbidden, especially private operations by institutions addressed in this chapter, with the exception of those necessary to comply with the provisions in Article 7 of Regulation I annex to Resolution no. 4122 of 2012, to wit:

I - formalize the corporate acts establishing the legal entity applying for authorization to operate, filing them, following approval by the Central Bank of Brazil, with the Commerce Registry; II - implement the organizational structure, addressing corporate governance, business management, internal control and risk management structures, hiring of computer systems and personnel, purchase of equipment and adoption of all other arrangements prescribed by the business plan and necessary for the institution’s operation; III - submit to the Central Bank of Brazil a request for inspection of the implemented organizational structure;

b) in case of withdrawal or definite dismissal of the request for authorization to operate, the company shall, within thirty days, be dissolved or alter its corporate purpose to an activity not subject to the authorization of the Central Bank of Brazil, with the ensuing alteration of its corporate name; c) the term of persons holding office in bodies prescribed by bylaws or articles of association, with the exception of the fiscal council, extends until the inauguration of their substitutes.

Limitied liability company

2. The articles of association of a legal entity applying for authorization to operate by the Central Bank of Brazil, when organized as a limited liability company, shall contain, expressly, besides the provisions in the previous item, a clause establishing that (Article 7, Paragraph 1, II, of Regulation I annex, Article 9-A, Heading, of Regulation II annex to Resolution no. 4122/2012, as amended by Resolution 4308/2014):

a) the company shall be subsidiarily governed by Law no. 6404 of 1976, as amended by Article 1053, Sole Paragraph, of Law no. 10406 of 2002 (Brazilian Civil Code); b) the term of office of administrators shall not exceed four years, reelection permitted.

Fiscal year

3. The fiscal year of institutions addressed in this chapter shall last one year and the closing date, December 31, shall be established in the bylaws or articles of association (Cosif 1.1.3.1).

Organizational component of the Office of the Ombudsman

4. The bylaws or articles of association of institutions that create their own organizational component of Office of the Ombudsman, or of institutions that are not part of a group composed by at least two institutions authorized to operate by the Central Bank of Brazil, which choose to share an Office of the Ombudsman with a related company, according to the definition of Article 1, Paragraph 1, I and III, of Resolution no. 2107, of 1994, or with the class association to which they are affiliated, or with the stock exchange, or the commodities and futures exchange, or the stock, commodities and futures exchange in which they operate, shall contain, expressly, among other information, the following data (Article 9, Heading and Paragraph 2, of Resolution no. 4.433/2015):

a) responsibilities and activities of the Office of the Ombudsman, according to Sisorf 4.3.30.230 (only available in Portuguese); b) criteria for the appointment and removal of the Ombudsman, observed that it is not sufficient the mere mention of the body responsible for such appointment or dismissal, and the duration of his/her term; c) the express commitment of the institution to:

I - create adequate conditions for the operation of the Office of the Ombudsman, as well as to ensure that its activities shall be marked by transparency, independence, impartiality and neutrality;

59 II - ensure access of the Office of the Ombudsman to the information required to adequately respond to the complaints received, with full management support and authority to request information and documents needed to perform such activities.

5. The organizational component of the Office of the Ombudsman shall be included in the bylaws or articles of association when the institution’s corporate acts of establishment are formalized.

6. In the case of an institution that is part of a financial group composed of at least two institutions authorized to operate by the Central Bank of Brazil, where the Office of the Ombudsman can be created by any one of the institutions authorized to operate, the required alterations to the bylaws or articles of association may be executed only by the institution creating the Office of the Ombudsman (Article 5, I, and Article 9, Paragraph 2, of Resolution no. 4433/2015).

Compensation committee

7. Institutions that, under current regulation, create a compensation committee, shall include in their bylaws or articles of association the number of members, criteria for appointment, removal and remuneration, term of office and responsibilities of the committee (Article 13, Paragraph 1, of Resolution no. 3921/2010).

Meeting by teleconference

8. It is admissible to include a provision in the bylaws and articles of association allowing the board of directors and/or executive directors to hold meetings by teleconference, conference call, videoconference or other similar means of communication.

Corporate aspects

9. Legal and regulatory provisions applicable to bylaws or articles of association shall be observed, according to Sisorf 4.3.32.40 (bylaws – only available in Portuguese) and Sisorf 4.3.32.50 (articles of association – only available in Portuguese).

Public company, semi-public corporation and their subsidiaries

10. In the case of establishment of a public company, a semi-public corporation and their subsidiaries, the provisions of Law no. 13303, of 2016, shall be observed.

60 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 180. Bodies prescribed by bylaws and articles of association

Term of office

1. The term of office of persons occupying positions in bodies prescribed by bylaws or articles of association, with the exception of the fiscal council, extends until the inauguration of their substitutes (Article 10, Heading, of Regulation II annex to Resolution no. 4122/2012).

2. In the case of institutions established as limited liability companies, the term of office of administrators shall not exceed four years, reelection permitted (Article 9-A, Heading, of Regulation II annex to Resolution no. 4122/2012, as amended by Resolution no. 4308/2014).

Audit committee

3. Regarding the establishment of the body prescribed by bylaws or articles of association called “audit committee”, addressed in Resolution no. 3198 of 2004, the provisions in Sisorf 4.3.30.210 (only available in Portuguese) shall be observed.

Use of the term “director”

4. Within the scope of financial institutions and others authorized to operate by the Central Bank of Brazil, the term “director”, whether associate, executive or technical, or similar, shall be used exclusively by persons elected or appointed, whichever the case, by the board of directors or general assembly or by amendment to the articles of association of the respective institution, to perform administrative functions provided by current legislation (Article 1 of Circular no. 3.136/2002).

61 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 190. Requirements to hold office in bodies prescribed by bylaws or articles of association

1. The requirements to hold office in bodies prescribed by bylaws or articles of association of institutions addressed in this title are described in Sisorf 4.14.30.10.

62 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 200. Foreign capital participation

Recognition of foreign participation as of interest to the Brazilian Government

1. The Central Bank of Brazil is authorized to recognize as of interest to the Brazilian Government the establishment, in Brazil, of new branches of financial institutions domiciled abroad and the increase in the percentage of participation, in the capital of financial institutions headquartered in Brazil, by natural or legal persons resident or domiciled abroad (Article 1, Heading, of Decree no. 10029/2019).

2. The Central Bank of Brazil recognizes as of interest to the Brazilian Government the participation, in the capital of financial institutions headquartered in Brazil, by natural or legal persons resident or domiciled abroad (Article 1, Heading, of Circular 3977/2020).

3. The participation mentioned in the previous item must comply with the requirements and procedures foreseen in the regulation in effect for establishment, authorization to operate, cancellation of authorization, control alterations and corporate reorganizations of financial institutions (Article 1, Paragraph 1, of Decree no. 10029/2019; Article 1, Sole Paragraph, of Circular 3977/2020).

Money Laundering and Terrorist Financing Combat

4. The Central Bank of Brazil pays special attention to requests involving foreign capital participation originated in countries and jurisdictions that, according to the Financial Task Force Against Money Laundering and Terrorist Financing – GAFI/FATF, present strategic deficiencies in preventing and combating money laundering and terrorist financing, or did not commit to an action plan jointly developed with GAFI to solve such deficiencies.

Statement from the supervisory authority of the country of origin

5. The following are subject to the absence of objections by the supervisor of the country of origin (Article 18, of Regulation I annex to Resolution no. 4122/2012):

63 a) establishment, in Brazil, of subsidiaries of financial institutions headquartered abroad; b) participation of financial institutions headquartered abroad in the direct or indirect controlling group of institutions addressed in this chapter.

64 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 240. Deposit of paid-in capital with the Central Bank of Brazil

1. Amounts received from capital subscribers shall be deposited with the Central Bank of Brazil within five days of the date of receipt, remaining unavailable until the conclusion of the proceedings of the authorization to operate (Article 27, Paragraph 1, of Law no. 4595/1964).

2. Information regarding the deposit of the paid-in capital with the Central Bank of Brazil may be obtained in Sisorf 3.6.10 (only available in Portuguese).

65 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 250. Bank Reserves Account and Settlement Account

Bank Reserves Account

1. The Bank Reserves Account shall be (Article 4, Heading, of Circular no. 3438/2009):

a) mandatory for commercial banks, universal banks with commercial portfolio and savings banks; and b) optional for investment banks, foreign exchange banks, universal banks with no commercial portfolio and development banks.

Settlement Account

2. The Settlement Account is optional for institutions authorized to operate by the Central Bank of Brazil not listed in item 1 (Article 5, Heading, II, of Circular no. 3438/2009).

Application to open a Bank Reserves Account or Settlement Account

3. The application to open a Bank Reserves Account or Settlement Account shall observe the procedures and templates described in “Roteiro para abertura de conta e alteração de forma de acesso principal” (“Guide for opening an account and changing the main access method”), available in the Central Bank of Brazil website, at the address https://www.bcb.gov.br/estabilidadefinanceira/str (Article 2, of Circular Letter no. 4011/2020) .

4. The application to open a mandatory or optional Bank Reserves Account or an optional Settlement Account shall be forwarded to the Department of Banking Operations and Payments System (Deban) following the approval, by the Central Bank of Brazil, of the corporate acts establishing the company and the filing of such acts with the competent registry office (Article 3, I, a e III, f, of Circular Letter no. 4011/2020).

66 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 270. Implementation of organizational structure

1. Within 180 days of receiving the communication of favorable manifestation of the Central Bank of Brazil to the establishment of the company, the interested parties shall (Article 7, Heading, of Regulation I annex to Resolution no. 4122/2012; Article 7, of Circular no. 3649/2013):

a) formalize the corporate acts of the legal entity applying for authorization to operate, filing them, following approval by the Central Bank of Brazil, with the Commerce Registry; b) implement the organizational structure prescribed in the business plan; c) submit to Deorf a request for inspection of the implemented organizational structure.

2. The term mentioned in the previous item may be extended up to ninety days, upon reasonable request, at the discretion of the Central Bank of Brazil (Article 7, Paragraph 5, of Regulation I annex to Resolution no. 4122/2012, as amended by Resolution no. 4308/2014).

3. The implementation of the organizational structure prescribed by the business plan shall address corporate governance, business management, internal control and risk management structures, hiring of electronic systems and personnel, purchase of equipment and adoption of all other arrangements prescribed by the business plan and necessary for the institution’s operation (Article 7, Heading, II, of Regulation I annex to Resolution no. 4122/2012).

4. The implementation of the organizational structure shall additionally include:

a) accreditation for access to Sisbacen, observing the provisions in Sisorf 4.3.30.280 (only available in Portuguese); b) installation of technological and operational capacity to access the Reserves Transference System (STR), to be gauged through homologating tests established by the Department of Banking Operations and Payment System (Deban), in case of mandatory opening of a Bank Reserves account or when the business plan clearly

67 states the company’s intention to use an optional Bank Reserves or Settlement account from the outset of its activities, observing the provisions in Sisorf 4.3.30.250; c) in the case of institutions that are participants of the Special System for Settlement and Custody (Selic), validation of structure to participate in said system gauged by the Open Market Operations Department (Demab), Selic Administration Division (Demab/Dicel); d) performance of tests in the homologation environment of the Exchange System, to be gauged by Desig/Dicam, in the case of institutions intending to operate in the exchange market, or, additionally, in case of authorization to operate for foreing exchange banks, foreign exchange broker companies, security and exchange broker companies or security broker companies whose corporate purpose includes mediating operations on the foreign exchange market, observing the provisions in Sisorf 4.3.30.300 (only available in Portuguese); e) adoption of measures to meet the legal and regulatory requirements of banking safety, as well as to ensure accessibility of persons with special needs or reduced mobility, observing the provisions in 4.3.30.310 (only available in Portuguese).

5. In case of request for authorization to operate by institutions addressed in this chapter or natural persons or legal entities that are members of the controlling group of such institutions, the requirements concerning the implementation of the organizational structure may be complied with through an operational partnership for organizational structure sharing between the established company requesting authorization to operate and another company of the same economic group (Article 12 of Regulation I annex to Resolution no. 4122/2012).

68 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 320. Inspection of implemented organizational structure – pre-operational inspection

General provisions

1. Within 180 days of receiving the communication of favorable manifestation to the company’s establishment by the Central Bank of Brazil, and following the implementation of the organizational structure prescribed by the business plan, the interested parties shall submit to Deorf a request for inspection of said structure, also called “pre-operational inspection” (Article 7, Heading, of Regulation I annex to Resolution no. 4122/2012; Article 7 of Circular no. 3649/2013).

Pre-operational inspection

3. Within ninety days of the submission of the request for inspection of the implemented organizational structure, Desup or Desuc, as appropriate, and the other departments involved, if necessary, shall carry out a pre-operational inspection to examine the implemented organizational structure and evaluate whether it is compatible with what was prescribed by the business plan (Article 8, Heading, of Regulation I annex to Resolution no. 4122/2012, as amended by Resolution no. 4308/2014).

4. Having verified the compatibility between the implemented organizational structure and what was prescribed by the business plan, Deorf shall communicate the fact to the interested parties so they may adopt the measures prescribed by Article 9 of Regulation I annex to Resolution no. 4122, of 2012, and carry on with the documentation of proceedings to obtain authorization to operate, observing the provisions in Sisorf 4.3.40.70 (Article 9, of Regulation I annex to Resolution no. 4122/2012; Article 8, I, of Circular no. 3649/2013).

5. Having verified the incompatibility between the implemented organization structure and what was prescribed by the business plan, the Central Bank of Brazil shall grant an adjustment period, after which, in case of non-compliance, the application will be rejected (Article 8, Sole Paragraph, of Regulation I annex to Resolution no. 4122/2012; Article 8, II, of Circular no. 3649/2013).

70 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 30. Specific provisions Subsection: 330. Institutions associated to the Credit Guarantee Fund (FGC)

1. The institutions associated to the Credit Guarantee Fund (FGC) are the Federal Savings Bank (Caixa Econômica Federal – CEF) and institutions established as universal banks, commercial banks, investment banks, development banks, credit, financing and investment companies, real estate credit companies, mortgage companies and savings and loans associations, operating in Brazil, that (Article 8, Heading, of Resolution no. 4222/2013):

a) receive cash deposits, in savings accounts or term deposits; b) accept bills of exchange; c) raise funds by issuing and placing real estate bonds, mortgage bonds, real estate credit bonds or agribusiness credit bonds; d) raise funds through repurchase agreements based on securities issued by an associate company.

71 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 40. Documentation of proceedings Subsection: 10. General provisions

Phases of the documentation of proceedings

1. The documentation of proceedings for establishment and authorization to operate is carried out in the various phases described in Sisorf 4.3.20.20, each one completed by the submission of a request to the Deorf component with jurisdiction over the institution’s future headquarter, according to Sisorf 3.4.30.12 (only available in Portuguese), accompanied by the specific documents of each phase, as follows:

a) request for favorable manifestation to the venture: request prepared according to Sisorf template 8.1.10.44 (only available in Portuguese), accompanied by the documents listed in Sisorf 4.3.40.40; b) request for favorable manifestation to establish the legal entity: request prepared according to Sisorf template 8.1.10.45 (only available in Portuguese), accompanied by the documents listed in Sisorf 4.3.40.50; c) request for favorable manifestation to approval of the legal entity’s corporate acts: request prepared according to Sisorf template 8.1.10.46 (only available in Portuguese), accompanied by the documents listed in Sisorf 4.3.40.60. This phase of the documentation of proceedings also requires:

I - inclusion in the System of Information on Entities of Interest to the Central Bank of Brazil of data related to the request, according to Sisorf 4.3.40.20 (only available in Portuguese), and II - transmission through the File Transference System (STA) of an electronic document containing the bylaws or articles of association, according to Sisorf 4.3.40.30 (only available in Portuguese);

d) request for inspection of organizational structure: request prepared according to Sisorf template 8.1.10.54 (only available in Portuguese); e) request for authorization to operate: request prepared according to Sisorf template 8.1.10.55 (only available in Portuguese), accompanied by the documents listed in Sisorf 4.3.40.70. This phase also requires:

I - transmission through STA of the capital composition chart of the institution, according to Sisorf 4.3.40.32 (only available in Portuguese); II - inclusion in Unicad of data on elections, capital increase and changes to the organizational structure, if any occurred, according to instructions available in Sisorf 4.3.40.20 (only available in Portuguese), and III - transmission through STA of the electronic file containing the bylaws or articles of association, including the deliberated modifications, if any occurred, according to Sisorf 4.3.30.30 (only available in Portuguese).

Documents from abroad

2. In case of documents from abroad, the provisions in Sisorf 3.4.30.50 shall be observed.

73 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 40. Documentation of proceedings Subsection: 40. Documents for request for favorable opinion to the venture’s proposal

1. The request for favorable manifestation to the venture’s proposal shall be submitted with the following documents: (Article 4, of Regulation annex I to Resolution no. 4122/2014; Articles 2 and 16, I, of Circular no. 3649/2013; Circular Letter no. 3598/2013):

a) request, signed by the future owners of controlling interest, including the identification of a technically qualified person responsible for conducting the process with the Central Bank of Brazil, as well as of the members of the organizing group, which shall consist of representatives of the owners of controlling interest and the holders of qualified participation, prepared according to Sisorf template 8.1.10.44 (only available in Portuguese); b) draft of the statement of purpose to be signed by the participants of the controlling group, prepared according to Sisorf template 8.1.30.5 (only available in Portuguese), if its publication is required, observing the provisions in Sisorf 4.3.30.10; c) executive summary of business plan, prepared according to Sisorf 4.3.30.20; d) identification of the participants of the controlling group and holders of qualified participation, direct and indirect, with their respective holdings; e) details on the manner the capital control of the institution will be exercised; f) statement, prescribed by Article 4, of Regulation II annex to Resolution no. 4122, of 2012, of compliance with legal and regulatory requirements, signed by the natural persons who are participants of the controlling group and the natural persons who are holders of qualified participation, according to Sisorf template 8.1.30.14 (only available in Portuguese); g) statements and documents showing that the participants of the controlling group have knowledge on the business sector and segment in which the institution plans to operate, observing the provisions in Sisorf 4.3.30.80; h) identification of the source of funds to be used in the venture by all participants of the controlling group and all holders of qualified participation, observing the provisions in Sisorf 4.3.30.120; i) authorization signed by all owners of controlling interest and all holders of qualified participation allowing the Brazilian Federal Revenue Service to provide the Central Bank of Brazil with the Natural Person Yearly Income Tax Return or the Legal Entity

74 Yearly Fiscal and Economic Information, as applicable, for the three previous accounting years for exclusive use in the corresponding authorization proceedings, prepared according to Sisorf template 8.1.20.3 (only available in Portuguese). The abovementioned authorization shall be submitted also by natural persons or legal entities resident or domiciled abroad, inasmuch as, on acquiring capital participation in Brazil, they are required to declare income to the Brazilian Federal Revenue Service; j) authorization, signed by all owners of controlling interest and all holders of qualified participation to the Central Bank of Brazil, for exclusive use in the corresponding authorization proceedings, according to Sisorf template 8.1.20.4 (only available in Portuguese); k) identification of foreign authorities supervising direct and indirect owners of controlling interest (in case of legal entities headquartered abroad); l) registry form filled in by all participants of controlling group and all holders of qualified participation, in case of participation in the National Financial System, according to Sisorf template 8.10.20.2 (only available in Portuguese); m) complete organizational chart of the economic group of which the institution will be part with the identification of all companies with a legal entity Taxpayer’s Registration Number (CNPJ) or, in the case of foreign companies, with the name of the country where it is headquartered and the respective percentages of voting and total capital held, or a statement that the institution will not integrate an economic group.

75 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 40. Documentation of proceedings Subsection: 50. Documents for request for favorable opinion to establishing the company

1. Within sixty days of receiving communication of the Central Bank of Brazil’s favorable manifestation to the venture’s proposal, the interested parties must submit to the documentation of proceedings the following documents (Article 6 of Regulation annex I to Resolution no. 4122/2012; Articles 5 and 6 of Circular no. 3649/2013; Circular Letter no. 3598/2013):

a) formal request for favorable manifestation to the establishment of the company, subscribed by the future owners of controlling interest and prepared according to Sisorf template 8.1.10.45 (only available in Portuguese); b) complete newspaper pages where the statement of purpose signed by the owners of controlling interest was published, according to Sisorf 4.3.30.10, if applicable, with possible submission of a hard copy of the online issue of such newspapers; c) business plan covering at least the first five years of activity of the institution, containing the information prescribed by Sisorf 4.3.30.90; d) draft of the corporate acts establishing the legal entity requesting authorization to operate, observing that the bylaws or articles of association must include the clauses prescribed by Sisorf 4.3.30.170; e) copy of the balance sheets for the three previous financial years of controlling legal entities – except for institutions authorized to operate by the Central Bank of Brazil – audited by an independent auditor duly registered with the Securities and Exchange Commission of Brazil (CVM), or equivalent document, in case of legal entity headquartered abroad; f) copy of the Natural Person Yearly Income Tax Return of the owners of controlling interest, direct or indirect, of the three previous accounting years, with the receipt of submission to the Brazilian Internal Revenue Service or equivalent document in case of persons resident abroad, evidencing the annual income and listing assets, rights and encumbrances with their respective values; g) copy or draft of the stockholders or quotaholders agreement involving all levels of capital participation containing a clause of prevalence over any other agreement not submitted to the approval of the Central Bank of Brazil, or a statement attesting its non-existence;

76 h) copy of the usufruct agreement related to capital participation of owners of controlling interest involving all levels of capital participation, or a statement attesting its non- existence.

77 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 40. Documentation of proceedings Subsection: 60. Documents for request for approval of the corporate acts of establishment

1. Within fifteen days of formalizing the corporate acts establishing the legal entity, the interested parties shall supplement the documentation of proceedings with the following documents (Article 7, Heading, of Regulation I annex to Resolution no. 4122/2012; Article 6, Heading, and Article 16 of Circular no. 3649/2013; Circular Letter no. 3598/2013):

a) formal request of approval of the corporate acts establishing the legal entity subscribed by the future owners of controlling interest, according to Sisorf template 8.1.10.46 (only available in Portuguese); b) evidence of publication of general assembly call notice, according to the law, if applicable; c) two original copies of the corporate acts establishing the legal entity applying for authorization to operate; d) subscription list, as applicable by regulation; e) evidence of source and respective financial transactions of funds used for the initial paid-in capital by all participants of controlling group and all holders of qualified participation; f) statements and authorizations according to Sisorf template 8.1.30.2 (only available in Portuguese), containing a statement by the institution that searches were carried out on elected or appointed members in public and private registry and data systems, and assuming responsibility for the provided information; g) statement justified and signed by the the future participants of the controlling group, as prescribed by Article 5, Paragraph 1, of Regulation I annex to Resolution no. 4122, of 2012, attesting the technical qualification of persons elected or appointed to hold management positions, accompanied by arguments tha support such assertion, based on educational background, professional experience or other criteria deemed relevant (except those serving terms in other institutions of the same financial group); h) CV of persons elected or appointed to management positions (except those serving terms in others institution of the same financial group); i) full copies of the newspaper pages where the statements of purpose of persons elected or appointed to management positions were published, if required, observing the

78 provisions in Sisorf 4.3.30.10, with possible submission of a hard copy of the online issue of such newspapers.

2. In case an electronic document containing the bylaws or acts of association is transmitted following the completion of this phase of the proceedings, according to Sisorf 4.3.40.30 (only available in Portuguese), item 4, on transmitting the file the owners of controlling interest shall forward to Deorf an amendment to the request containing a statement of compliance with the bylaws or articles of association, according to Sisorf template 8.1.30.7 (only available in Portuguese) (Circular Letter no. 3129/2004).

3. The capital composition chart mentioned in Article 16, III (document 41), of Circular no. 3649, of 2013, shall be transmitted electronically when submitting the request of authorization to operate, as addressed in Sisorf 4.3.40.32 (only available in Portuguese) (Articles 1 and 2 of Circular no. 3941/2019; Article 16, III, of Circular 3649/2013; Articles 1 and 2 of Circular Letter no. 3.950/2019).

79 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 40. Documentation of proceedings Subsection: 70. Documents for request for authorization to operate

1. Within ninety days of the Central Bank of Brazil verifying the compatibility between the implemented structure and what was prescribed by the business plan, the interested parties shall submit the following documents to supplement the documentation of proceedings (Article 9, of Resolution no. 4122/2012; Article 1 of Circular no. 3611/2012; Articles 9, 10 and 16, V, of Circular no. 3649/2013; Circular Letter no. 3598/2013):

a) formal request of authorization to operate subscribed by administrators recognized as representatives by the institution’s byways or articles of association, according to Sisorf template 8.1.10.55 (only available in Portuguese); b) full copies of the newspaper pages where the call notice was published, according to the law, if applicable, with possible submission of a hard copy of the online issue of such newspapers; c) two original copies of the corporate acts deliberating on the matter, in case of amendment to bylaws or articles of association or of election of members of bodies prescribed by bylaws and articles of association; d) copy of the stockholders or quotaholders agreement involving all levels of capital participation and containing a clause of prevalence over any other agreement not submitted to the approval of the Central Bank of Brazil, or a statement attesting its non-existence; e) in case of capital increase in legal tender:

I - subscription list, as applicable by regulation; II - evidence of source and respective financial transactions of funds used for capital increase by all participants of the controlling group and all holders of qualified participation, observing the provisions in Sisorf 4.3.30.120.

f) in case of election of members of bodies prescribed by bylaws and articles of association:

I - statements and authorizations according to Sisorf template 8.1.30.2 (only available in Portuguese);

80 II - statement justified and signed by the institution attesting the technical qualification of persons elected or appointed to hold management positions, accompanied by arguments that support such assertion, based on educational background, professional experience or other criteria deemed relevant, as prescribed by Article 5, Paragraph 1, of Regulation II annex to Resolution no. 4122, of 2012, except in case of election or appointment of administrators currently serving terms in other institutions of the same financial group; III - Full copies of the newspaper pages where the statements of purpose of persons elected or appointed to management positions were published, if required, observing the provisions in Sisorf 4.3.30.10, with possible submission of a hard copy of the online issue of such newspapers; IV - CV of persons elected or appointed to management positions, except those currently serving terms in others institutions of the same financial group; V - statement justified and signed by the institution declaring that persons elected or appointed to the audit committee prescribed by Article 2, Paragraph 12, of the Regulation annex to Resolution no. 3198, of 2004, have recognized knowledge of accounting and auditing which qualifies them for the position, in case of election of members to the audit committee.

2. The documents mentioned in “f” of item 1, when signed by the institution, shall be subscribed by administrators recognized as representatives by the bylaws or articles of association.

3. Besides submitting the documents aforementioned, the capital composition chart of the institution shall be transmitted electronically, observing the provisions in Sisorf 4.3.40.32 (only available in Portuguese) (Articles 1 and 2 of Circular no. 3941/2019; Article 16, V, of Circular 3649/2013; Articles 1 and 2 of Circular Letter no. 3950/2019).

81 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 90. Legal and regulatory grounds Subsection: 10. Basic legislation

The basic legislation mentioned in this subsection is only available in Portuguese.

Complementary law

Complementary law no. 101, of May 4, 2000 – Establishes basic rules for responsible fiscal management in public finances and establishes other provisions.

Complementary law no. 105, of January 10, 2001 – Makes provisions on confidentiality in financial institutions and establishes other provisions.

Ordinary law

Law no. 3113, of March 15, 1957 – Makes provisions on corporate names of banking businesses.

Law no. 4595, of December 31, 1964 – Makes provisions on monetary, banking and credit policy and institutions. Creates the National Monetary Council and establishes other provisions.

Law no. 6404, of December 15, 1976 – Makes provisions on corporations.

Law no. 7102, of June 20, 1983 – Makes provisions on the security of financial institutions, sets basic rules for the establishment and operation of private companies of surveillance and valuables transportation services, and makes other provisions.

Law no. 8906, of July 4, 1994 – Makes provisions on the Legal Profession Statues and the Brazilian Bar Association (OAB).

Law no. 8934, of November 18, 1994 – Makes provisions on Public Records of Merchant and Similar Activity Companies and establishes other provisions.

Law no. 9307, of September 23, 1996 – Makes provisions on arbitration.

Law no. 9613, of March 3, 1998 – Makes provisions on the crimes of “money laundering” and concealment of assets, rights and valuables; prevention of the use of the financial system for illegalities provided by this Law; creates the Council for Financial Activities Control – Coaf, and establishes other provisions.

Law no. 9784, of January 29, 1999 – Regulates administrative proceedings related to the Federal Public Administration.

Law no. 10048, of November 8, 2000 – Grants priority service for individuals specified in the Law and makes other provisions.

Law no. 10098, of December, 2000 – Establishes general rules and basic criteria to improve accessibility for persons with special needs and reduced mobility and makes other provisions.

Law no. 10303, of October 31, 2001 – Amends and adds provisions to Law no. 6404, of December 15, 1976, which makes provisions on corporations, and Law 6385, of December 7, 1976, which makes provisions on the exchange market and establishes the Securities and Exchange Commission of Brazil (CVM).

Law no. 10406, of January 10, 2002 – Establishes the Brazilian Civil Code.

Law no. 12087, of November 11, 2009 – Makes provisions on financial aid provided by the Federal Government to States, the Federal District and Municipalities, in the year of 2009, with the aim of fostering the country’s exports, and on the participation of the Federal Government in guaranteeing the risk of credit operations for micro, small and middle sized enterprises and for rural producers and their unions; and amends Laws no. 11491, of June 20, 2007, 8036, of May 11, 1990, and 8011, of March 13, 1990.

Law no. 13303, of June 30, 2016 – Makes provisions on legal status of public companies, semi-public corporations and their subsidiaries in the scope of Federal Government, States, the Federal District and Municipalities.

Decree

Decree no. 1800, of January 30, 1996 – Regulates Law no. 8934, of November 18, 1994, which makes provisions on the Public Registry of Merchant Companies and Related Activities, and makes other provisions.

83 Decree no. 5296, of December 2, 2004 – Regulates Law no. 10048, of November 8, 2000, which grants priority service for individuals specified therein, and Law no. 10098, which establishes general rules and basic criteria to improve accessibility for persons with special needs and reduced mobility and makes other provisions.

Decree no. 6523, of July 31, 2008 – Regulates Law no. 8078, of September 11, 1990, in order to set general rules concerning the Customer Care Service – SAC.

Decree no. 9094, of July 17, 2017 – Makes provisions on the simplification of the service provided to users of public services, ratifies the waiver of certification of signature and the authentication of documents produced within the country and establishes the User Services Letter.

Decree no. 10029, of September 26, 2019 – Authorizes the Central Bank of Brazil to recognize, as of interest to the Brazilian Government, the establishment in the Country of new branches of financial institutions domiciled abroad and the increase of the percentage of participation in the capital of financial institutions headquartered in the Country, by natural or legal persons resident or domiciled abroad.

Decree no. 10178, of December 18, 2019 – Regulates provisions of Law no. 13874, of September 20, 2019, to provide for criteria and procedures for the classification of economic activity risk and to set the deadline for tacit approval and amends Decree no. 9094, of July 17, 2017, to include elements in the User Service Letter.

Ministry of Finance Directive

Directive nº 309, of November 30, 1959 – Makes provisions on the establishment, operation and attributions of credit, financing and investment companies and establishes inspection regime.

84 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 90. Legal and regulatory grounds Subsection: 20. Basic rules

Resolution CMN

Resolution no. 45, of December 30, 1966 – Makes provisions on funding conditions by acceptance of letters of exchange, regulating operations by credit, financing and investment companies and mixed institutions resulting in foreign exchange acceptances.

Resolution no. 394, of November 3, 1976 – Establishes regulations defining the competence and disciplining the establishment and operation of development banks.

Resolution no. 1092, of February 20, 1986 – Makes provisions on credit, financing and investment companies.

Resolution no. 1120, of April 4, 1986 – Approves regulation for the establishment, organization and operation of securities and stocks dealer companies.

Resolution no. 1428, of December 15, 1987 – Authorizes the institutions specified therein to perform operations in the physical gold market.

Resolution no. 1653, of October 26, 1989 – Amends Article 2, 11, 12 and 14 of the Regulation annex to Resolution no. 1120 of 1986, on corporate goals, current accounts, hindrances and financial statements of securities and stocks dealer companies.

Resolution no. 1655, of October 26, 1989 – Approves regulation disciplining the establishment, organization and operation of security broker companies.

Resolution no. 1770, November 28, 1990 – Establishes conditions for the establishment, organization and operation of foreign exchange broker companies.

Resolution no. 2099, of August 17, 1994 – Approves regulations on conditions to access to the National Financial System, minimum values for capital and adjusted net equity, setting up of facilities and mandatory maintenance of adjusted net equity compatible with the level of risk

85 of asset operations of financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Resolution no. 2107, of August 31, 1994 – Establishes prohibition on the trading, by financial institutions, of fixed income securities of their own issuing or acceptance or of related institutions while within the minimum statutory deadline.

Resolution no. 2122, of November 30, 1994 – Approves the establishment, organization and operation of mortgage companies.

Resolution no. 2309, of August 28, 1996 – Regulates and consolidates rules related to leasing operations.

Resolution no. 2554, of September 24, 1998 – Makes provisions on the introduction and implementation of the internal control system.

Resolution no. 2607, of May 27, 1999 – Establishes minimum limits for paid-in capital and net equity of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, amends provisions of Resolution no 2212, of November 16, 1995, and modifies regulation applicable to Banks Service Units (PAB).

Resolution no. 2624, of July 29, 1999 – Consolidates rules on the establishment and operations of investment banks.

Resolution no. 2626, of July 29, 1999 – Makes provisions on the prohibition of security and stock broker companies and security and stock dealer companies to carry out loan agreements.

Resolution no. 2723, of May 31, 2000 – Establishes rules, conditions and procedures for the establishment of facilities abroad, and for direct or indirect capital participation, in Brazil or abroad, by financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Resolution no. 2735, of June 28, 2000 – Regulates the establishment and operation of real estate credit companies.

Resolution no. 2788, of November 30, 2000 – Makes provisions on the establishment and operation of commercial banks and universal banks controlled by central credit unions.

Resolution no. 2828, of March 30, 2001 – Makes provisions on the establishment and operation of development agencies. 86

Resolution no. 3198, of May 27, 2004 – Amends and consolidates regulation related to providing independent auditing services to financial institutions, other institutions authorized to operate by the Central Bank of Brazil, and clearing houses and clearing services.

Resolution no. 3334, of December 22, 2005 – Establishes rules to be observed by financial institutions and other institutions authorized to operate by the Central Bank of Brazil, and amends and revokes regulatory provisions and basic rules issued by the Central Bank of Brazil related to investment funds, arising from Law no. 10303 of 2001, or with no function.

Resolution no. 3425, of December 21, 2006 – Makes provisions on the granting of loans and credit by mortgage companies.

Resolution no. 3426, of December 21, 2006 – Makes provisions on the establishment and operation of financial institutions specialized in foreign exchange operations.

Resolution no. 3568, of May 29, 2008 – Makes provisions on the foreign exchange market and establishes other provisions.

Resolution no. 3921, of November 25, 2010 – Makes provisions on the compensation of administrators of financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Resolution no. 4073, of April 26, 2012 – Makes provisions on the establishment of commercial banks under control of stock exchanges, of commodities and futures exchanges, or of stock, commodities and futures exchanges, in order to perform the central clearing and depositary functions related to the operations carried out in such exchanges.

Resolution no. 4122, of August 2, 2012 – Establishes requirements and procedures for the establishment, authorization to operate, cancellation of authorization, control changes, corporate reorganization and conditions for holding office in bodies prescribed by bylaws or articles of association of the institutions specified therein (English translation).

Resolution no. 4222, of May 23, 2013 – Amends and consolidates basic rules governing the statutes and regulations of the Credit Guarantee Fund (FGC)

Resolution no. 4433, of July 23, 2015 – Makes provisions on the establishment and operation of the organizational component of the Ombudsman’s office of financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

87 Resolution no. 4553, of January 30, 2017 – Establishes the segmentation of financial institutions and other institutions authorized to operate by the Central Bank of Brazil for the purposes of proportional implementation of prudential regulation.

Resolution no. 4598, of August 29, 2017 – Makes provisions on the issuance of Secured Real Estate Credit Bonds by financial institutions therein specified.

Circular and Resolution BCB

Circular no. 1833 of October 31, 1990 – Deregulation Program/Decree no. 99179 of March 15, 1990 – allows institutions authorized to operate by the Central Bank of Brazil to adopt the authorized-capital regime.

Circular no. 2998 of August 24, 2000 – Makes provisions on the management of companies by investment banks.

Circular no. 3136 of July 11, 2002 – Regulates the use of the term director by financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Circular no. 3180 of February 26, 2003 – Makes provisions on the complementary procedures to be observed by financial institutions, other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management companies related to the documentation of proceedings.

Circular no. 3215 of December 12, 2003 – Establishes procedures related to the submission of bylaws and articles of association of financial institutions, other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management companies.

Circular no. 3369 of October 19, 2007 – Makes provisions on the evidence of compliance with accessibility requirements prescribed by Decree no. 5296 of 2004 by financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Circular no. 3438 of March 2, 2009 – Regulates the Bank Reserves Account and the Settlement Account at the Central Bank of Brazil.

Circular no. 3467 of September 15, 2009 – Establishes criteria to elaborate reports on quality assessment, suitability of internal control systems and non-compliance with legal and regulatory provisions, and establishes other provisions.

88 Circular no. 3503 of July 26, 2010 – Makes provisions on the complementary procedures related to the operation of the organizational component of the Ombudsman’s office in financial institutions, other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management companies.

Circular no. 3611 of October 31, 2012 – Establishes procedures related to the documentation of proceedings for the election or appointment to office in bodies prescribed by bylaws or articles of association of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, and amends the provisions of Circular no. 3502 of July 26, 2010 (English translation).

Circular no. 3649 of March 11, 2013 – Makes provisions on procedures related to the documentation of proceedings for the establishment, authorization to operate, capital control amendments, corporate reorganization, as well as cancellation of authorization to operate of the institutions therein specified.

Circular no. 3885 of March 26, 2018 – Establishes the requirements and procedures for authorization to operate, capital control amendment and corporate reorganization, cancellation of authorization to operate, conditions to hold management positions in payment institutions and authorization to provide payment services by financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Circular no. 3891 of March 28, 2018 – Makes provisions on the authorization to exercise the role of trustee in issuances of Real Estate Credit Bonds, addressed in Law no. 13097 of January 19, 2015.

Circular no. 3913 of September 5, 2018 – Publicizes the new regulation of Sisbacen – Central Bank of Brazil Information System.

Circular no. 3941 of April 23, 2019 – Makes provisions on the submission of the capital composition chart by the institutions authorized to operate by the Central Bank of Brazil.

Resolution BCB no. 3 of August 12, 2020 – Makes provisions on the information and procedures concerning the authorization to open branches in Brazil and on the submission of information on the facilities of financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Circular Letter and Directive BCB

89 Circular Letter no. 3129 of Abril 1, 2004 – Divulges procedures related to the documentation of proceedings of financial institutions and other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management companies.

Circular Letter no. 3299 of February 22, 2008 – Clarifies criteria enforcing the establishment of the fiscal boards.

Circular Letter no. 3325 of July 2, 2008 – Clarifies procedures for the settlement of financial obligations between the Central Bank of Brazil and financial institutions and other institutions authorized to operate by the Central Bank of Brazil, and non-financial natural persons and legal entities.

Circular Letter no. 3371 of January 12, 2009 – Clarifies provisions on security plans of financial institution facilities, addressed in Law no. 7102 of 1983, and compatibility with accessibility requirements prescribed by Decree no. 5296 of 2004.

Circular Letter no. 3598 of May 23, 2013 – Divulges templates of documents required in the documentation of proceedings for the establishment, authorization to operate, capital control amendment, purchase of qualified capital participation, increase of qualified capital participation, corporate reorganization and cancellation of authorization to operate of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, except buyers’ association management companies, credit unions, and micro-entrepreneur and small sized enterprise credit companies, according to provisions in Circular no. 3649 of March 11, 2013.

Circular Letter no. 3788, of November 23, 2016 – Divulges templates of documents required in the documentation of proceedings of elections or appointments to office in bodies prescribed by bylaws or articles of association of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, except buyers’ association management companies, credit unions and payment institutions, according to provisions in Circular no. 3611 of October 31, 2012.

Circular Letter no. 3950 of May 21, 2019 – Establishes procedures on the submission of information about the ownership structure of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, as addressed in Circular no. 3941 of April 23, 2019.

Circular Letter no. 4011 of March 10, 2020 – Divulges procedures to be observed in opening Bank Reserves accounts and Settlement accounts addressed in Circular no. 3438 of March 2, 2009, or changing the main access method to the Reserves Transference System (STR). 90

Directive

Directive nº 99.935, of October 17, 2018 – Makes provisions on the communication of crimes or signs of their occurrence to the Federal Prosecutor’s Office.

Communiqué

Communiqué no. 11224 of July 17, 2003 – Clarifies provisions related to the authorization to operate of financial institutions’ facilities.

Other

BCB/CVM Joint-Decision no. 17 of March, 2009 – Authorizes security and stock dealer companies to operate directly in the negotiating environments and systems of stock exchange organized markets.

DREI Normative Instruction no. 81, of June 10, 2020 – Makes provisions on rules and general guidelines of Public Registry of Companies, as well as regulates the provisions of Decree no. 1800, of January 30, 1996.

91 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 3. Establishment and authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) Section: 100. Templates Subsection:

Documents required in the proceedings (only available in Portuguese)

8.1.10.44 Request for favorable manifestation to the venture’s proposal regarding the establishment of the institution 8.1.10.45 Request for favorable manifestation to the establishment of the institution (except micro-entrepreneur and small sized enterprise credit companies) 8.1.10.46 Request for approval of corporate acts (except micro-entrepreneur and small sized enterprise credit companies) 8.1.10.54 Request for inspection of implemented organizational structure 8.1.10.55 Request for authorization to operate (except micro-entrepreneur and small sized enterprise credit companies, direct credit companies and peer-to-peer loan companies) 8.1.20.3 Authorization to Brazilian Internal Revenue Service – owners of controlling interest and holders of qualified participation 8.1.20.4 Authorization to Central Bank of Brazil – owners of controlling interest and holders of qualified participation 8.1.30.2 Statements and authorizations (except elected persons in public companies, semi-public corporations and their subsidiaries) 8.1.30.3 Statement of purpose – election of administrators 8.1.30.4 Mixed statement of purpose 8.1.30.5 Statement of purpose of establishment - owners of controlling interest 8.1.30.7 Statement of conformity of bylaws or articles of association 8.1.30.14 Statement of compliance with legal and regulatory requirements – owners of controlling interest and holders of qualified participation (Article 4 of Regulation II annex to Resolutions no. 4122, of 2012) 8.10.20.2 Personal file form – natural persons

92 Title: 4. Financial institutions and other institutions authorized to operate by the Central Bank of Brazil (except credit unions and buyers’ association management companies) Chapter: 14. Election or appointment Section: 30. Specific provisions Subsection: 10. Requirements for holding office in bodies prescribed by bylaws or articles of association

Conditions for holding office

1. The following are conditions for holding office in bodies prescribed by bylaws or articles of association, besides others required by current legislation and regulations (Article 2, Heading, of Regulation II annex to Resolution no. 4122/2012):

a) having good repute; b) being resident in Brazil, in the case of director, managing partner and member of the fiscal council; c) not being barred by special law, nor being convicted for any offense of bankruptcy, tax evasion, malfeasance, active or passive corruption, embezzlement, peculation, crime against popular economy, public faith, property or the National Finance System, or being convicted to a criminal sentence barring access, albeit temporarily, to public office; d) not being declared disqualified or impeded to hold office as member of the fiscal council, of the board of directors, director or managing partner in financial institutions and other institutions authorized to operate by the Central Bank of Brazil or in complementary pension funds, insurance companies, capitalization companies, publicly-held corporations or entities subject to the supervision of the Securities and Exchange Commission of Brazil (CVM); e) not answering, personally or as owner of controlling interest or administrator of a company, to demands related to unpaid debts, judicial collection, issuance of checks with insufficient funds, default of obligations and other similar occurrences and circumstances; f) not being declared bankrupt or insolvent; g) not having controlled or managed in the two years prior to the election, a company or corporation involved in processes of insolvency, liquidation, intervention, bankruptcy or judicial recovery.

2. In cases of elected administrators who do not fulfill the conditions prescribed in “e” to “g” of the previous item, the Central Bank of Brazil may analyze the individual situation of

93 applicants with a view to accepting their appointment (Article 2, Sole Paragraph, of Regulation II annex to Resolution no. 4122/2012).

3. In order to assess whether persons elected to bodies prescribed by bylaws or articles of association fulfill the criteria of having good repute, the Central Bank of Brazil may consider the following situations and occurrences (Article 3, heading, of Regulation II annex to Resolution no. 4122/2012):

a) judicial process or police investigation involving the elected administrator or any company of which he or she is or had been, at the time of the facts, an owner of controlling interest or administrator; b) judicial or administrative process related to the National Financial System; c) other similar situations, occurrences or circumstances deemed relevant by the Central Bank of Brazil.

4. In analyzing the criteria established in the previous item, the Central Bank of Brazil shall consider the circumstances of each case, as well as the context surrounding the election of candidates, with a view to evaluate the possibility of accepting or rejecting their candidacy considering the public interest (Article 3, Sole Paragraph, of Regulation II annex to Resolution no. 4122/2012).

5. The Central Bank of Brazil may, in analyzing the proceedings of the elections of members of bodies prescribed by bylaws and articles of association, and considering the circumstances of each case and the context of the facts, waive, exceptionally and in duly justified public interest, compliance with the conditions established for holding office in bodies prescribed in bylaws and articles of association (Article 4, of Resolution no. 4122/2012).

6. Without affecting all the other documents required for the documentation of proceedings, elected persons shall submit to the Central Bank of Brazil (Article 4, Heading and Paragraph 1 of Regulation II annex to Resolution no. 4122/2012; Article 1, VI and VII of Circular no. 3611/2012; Circular Letter no. 3788/2016):

a) statement on the possible involvement of any of the situations described in items 1 and 3 above. In case of involvement in any of the situations described, the elected person shall mention the facts in the statement, including a detailed description of their nature, information on the current situation and a justification of why such facts are not considered an impediment to complying with the conditions established to hold the position, annexing supporting documentation;

94 b) authorization to the Brazilian Federal Revenue Service to provide the Central Bank of Brazil with a copy of the statements of income, assets and rights and encumbrances for the three previous accounting years, for exclusive use in the corresponding proceedings;

c) authorization for the Central Bank of Brazil to access information on them in any public or private registry or data system, including legal and administrative lawsuits and proceedings and police investigations, for exclusive use in the corresponding proceedings.

7. At the end of the statement mentioned in “a” of the previous item, the applying institution shall declare having carried out searches on the elected administrator in public and private registry and data systems, assuming responsibility for the truth of the provided information (Article 1, Paragraph 2, of Circular no. 3.611/2012).

Technical qualification

8. Conditions for holding office as member of the board of directors, director or managing partner include technical qualification compatible with the demands of the office to which the person was elected, based on academic background, professional experience and other criteria deemed relevant evidenced by documents and a statement justified and signed by the institution, submitted to the evaluation of the Central Bank of Brazil. Such statement must contain an express assertion, by the applying institution, that the elected person has technical qualification in line with the office he or she has been elected or appointed (Article 5, Heading and Paragraph 1 of Regulation II annex to Resolution no. 4122/2012).

9. The conditions specified in the previous item are waived in the case of election of an administrator currently serving a term in the actual institution or another institution which is part of the respective financial group (Article 5, Paragraph 2, of Regulation II annex to Resolution no. 4122/2012).

Impediment

10. Members of bodies prescribed by bylaws and holders of management positions of credit unions are forbidden to take part in the administration of financial institutions and other institutions authorized to operate by the Central Bank of Brazil. This impediment does not apply to the participation of members of bodies prescribed by bylaws of credit unions in the board of directors or equivalent body of financial institutions and other entities controlled, directly or indirectly, by the aforementioned unions, as long as no executive

95 positions are held in these controlled institutions (Article 55, of Resolution no. 4434/2015).

96 Title: 4. Financial institutions and other institutions authorized to operate by the Central Bank of Brazil (except credit unions and buyers’ association management companies) Chapter: 14. Election or appointment Section: 30. Specific provisions Subsection: 80. Foreign administrator and/or person resident abroad

Foreign administrator

1. The election of a foreign administrator with general powers of representation of financial institutions and other institutions authorized to operate by the Central Bank of Brazil depends on the issue of a work permit by the Ministry of Labor and Employment – MTE, except in the case of citizens from countries that are States Parties of Mercosul, and Associated States that posteriorly adhere to and take part of the Agreement on Residency for Citizens of States Parties of the Southern Common Market – Mercosul and Associated States, who obtain a temporary two-year residence permit, according to item 7 (Normative Resolution MTE 104/2013; Article 7 of DREI, IN 34/2017).

2. In order to verify which countries are States Parties or Associates, one can access the webpage of the Ministry of Foreign Affairs (htttp://www.itamaraty.gov.br), and then, in the tab “POLÍTICA EXTERNA”, select the item “Integração regional” and click in “MERCOSUL” at the following screen.

3. In situations in which the MTE requires an manifestation of the Central Bank of Brazil as a prerequisite to issue a work permit for foreigners, the name of the appointed administrator can be submitted to the Central Bank of Brazil as a prior consultation, in which case the following are examined: publication of statement of purpose (Sisorf 4.14.30.20 – only available in Portuguese), non-existence of registry restrictions and technical qualification (Sisorf 4.14.30.10).

4. The documentation of proceedings for prior consultation includes the registration in Unicad of the basic information of natural persons appointed to management positions. In these cases, additionally to the provisions in Sisorf 4.14.40.30 (only available in Portuguese), item 3, the full documentation of proceedings shall comply with the procedures described in Sisorf 3.3.30.10 (only available in Portuguese).

5. If the Central Bank of Brazil communicates a favorable manifestation to the election or appointment and a work permit for foreigners is issued by the MTE, the definite process of

97 election or appointment shall be formalized with the submission of the complementary documentation prescribed in Sisorf 4.14.40.30 (only available in Portuguese), item 3.

6. As an alternative to the prior consultation proceedings, the Central Bank of Brazil may examine directly the election proceedings of a foreigner who has not yet obtained a work permit as long as the election acts include a provision stating that the elected person shall only take office following the issue of a work permit for foreigners by the MTE. In this case, the term established for the Central Bank of Brazil to communicate its manifestation shall be the one established in Sisorf 4.14.20 (only available in Portuguese), item 5.

7. Citizens of countries that are States Parties of Mercosul and Associated States that posteriorly adhere to and take part of the Agreement on Residency for Citizens of States Parties of Mercosul and Associated States, who effectively obtained a temporary two-year residence permit based on the abovementioned agreement, may hold administrative positions in Brazilian companies and unions. Also, the respective election acts, following approval by the Central Bank of Brazil, may be duly filed with the Commerce Registry, according to current legislation, observing the international regulations resulting from Agreements and Protocols signed within the scope of Mercosul (Article 7 of DREI, IN 34/2017).

Administrator resident abroad

8. The inauguration in office of a member of the board of directors who is resident or domiciled abroad shall be subject to the appointment of a representative resident in Brazil, with powers to be served judicial notices in lawsuits against such member based on the Brazilian corporations law, under a power of attorney valid for at least three months following the completion of the member’s term of office (Article 146, Paragraph 2, of Law no. 6.404/1976, as amended by Law no. 10303/2001). If the power of attorney is a private instrument, it shall be filed with an appropriate public registry (Article 221 of the Brazilian Civil Code).

9. A member of the board of directors who is resident abroad must be registered with the Taxpayers’ File for natural persons – CPF, in case of situations prescribed by Article 3 of RFB Normative Instruction no. 1548, of 2015 (Article 32, of Decree no. 9580/2018).

98 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 14. Election or appointment Section: 80. Legal and regulatory grounds Subsection: 10. Basic legislation

The basic legislation mentioned in this subsection is only available in Portuguese.

Law

Law no. 4595, of December 31, 1964 – Makes provisions on monetary, banking and credit policy and institutions. Creates the National Monetary Council and establishes other provisions.

Law no. 4728, of June 14, 1964 – Makes provisions on capital markets and establishes measures for their developments.

Law no. 6404, of December 15, 1976 – Makes provisions on corporations.

Law no. 6815, of August 19, 1980 – Defines the legal status of foreign citizens in Brazil.

Law no. 8934, of November 18, 1994 – Makes provisions on Public Records of Merchant and Similar Activity Companies and establishes other provisions.

Law no. 9784, of January 29, 1999 – Regulates administrative proceedings related to the Federal Public Administration.

Law no. 10406, of January 10, 2002 – Institutes the Brazilian Civil Code.

Decree

99 Decree no. 8945, of December 27, 2016 – Regulates, in the scope of the Federal Government, Law no. 13303, of June 30, 2016, that makes provisions on legal status of public companies, semi-public corporations and their subsidiaries in the scope of Federal Government, States, the Federal District and Municipalities.

Decree no. 9588, of November 22, 2018 – Regulates the taxation, inspection, collection and management of the tax on income and earnings of any nature.

100 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 14. Election or appointment Section: 80. Legal and regulatory grounds Subsection: 20. Basic rules

Resolution

Resolution no. 1655, of October 26, 1989 – Approves regulation disciplining the establishment, organization and operation of security broker companies.

Resolution no. 3416, of October 24, 2006 – Amends Resolution no. 3,198, of 2004, which regulates the rendering of independent audit services to financial institutions, other institutions authorized to operate by the Central Bank of Brazil and clearing houses and other clearing and settlement service providers.

Resolution no. 4434, of August 5, 2015 – Makes provisions on the establishment, authorization to operate, operation, amendments of bylaws and cancellation of authorization to operate of credit unions and makes other provisions.

Resolution no. 4656, of April 26, 2018 – Makes provisions on the direct credit company and the peer-to-peer loan company, regulates the peer-to-peer loan and financing operations through an electronic platform, and establishes requirements and procedures for authorization

101 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 14. Election or appointment Section: 80. Legal and regulatory grounds Subsection: 20. Basic rules

to operate, transfer of corporate control, corporate reorganization, and cancellation of authorization of the institutions mentioned therein (English translation).

Circular

Circular no. 3136, of July 11, 2002 – Regulates the use of the term director by financial institutions and other institutions authorized to operate by the Central Bank of Brazil.

Circular no. 3165, of July 11, 2002 – Makes provisions on complementary procedures to be observed by financial institutions, other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management societies on documentation of proceedings.

Circular no. 3180, of February 26, 2003 – Makes provisions on the complementary procedures to be observed by financial institutions, other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management companies related to the documentation of proceedings.

Circular no. 3215, of December 12, 2003 – Establishes procedures related to the submission of bylaws and articles of association of financial institutions, other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management companies.

Circular no. 3218, of January 8, 2004 – Amends provisions related to requisites and procedures for the establishment, authorization to operate, transfer of corporate control, corporate reorganization of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, as well as for the exercise of duties in offices foreseen by bylaws in such institutions.

Circular no. 3611, of October 31, 2012 – Establishes procedures related to the documentation of proceedings for the election or appointment to office in bodies prescribed by bylaws or articles of association of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, and amends the provisions of Circular no. 3502 of July 26, 2010 (English translation).

102 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 14. Election or appointment Section: 80. Legal and regulatory grounds Subsection: 20. Basic rules

Circular no. 3898 of May 17, 2018 – Makes provisions on the procedures for the documentation of proceedings of authorization to operate, cancellation of authorization to operate, authorization to transfer corporate control and to corporate reorganization and on procedures regarding the communication of change in qualified capital participation of the direct credit company and the peer-to-peer loan company (English translation).

Circular Letter

Circular Letter no. 3089, of February 28, 2003 – Makes modules of the Information System on Entities of Interest to the Central Bank of Brazil – Unicad available.

Circular Letter no. 3129, of Abril 1, 2004 – Divulges procedures related to the documentation of proceedings of financial institutions and other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management companies.

Circular Letter no. 3299, of February 22, 2008 – Clarifies criteria enforcing the establishment of the audit committee.

Circular Letter no. 3788, of November 23, 2016 – Divulges templates of documents required in the documentation of proceedings of elections or appointments to office in bodies prescribed by bylaws or articles of association of financial institutions and other institutions authorized to operate by the Central Bank of Brazil, except buyers’ association management companies, credit units, and payment institutions, according to provisions in Circular no. 3611 of October 31, 2012.

Communiqué

Communiqué no. 8768, of August 21, 2001 – Provides clarification on the formalization of inquiries about interpretation of rules and requests related to procedures envisaged by regulations published by the Central Bank of Brazil.

Communiqué no. 18176, of March 13, 2009 – Provides clarification on the examination of applications of interest to financial institutions and other institutions authorized to operate by the Central Bank of Brazil and buyers’ association management companies, and revokes Communiqué no. 15358, of 2007.

103 Title: 4. Financial institutions and other institutions governed by Law no. 4595 of 1964 (except credit unions) Chapter: 14. Election or appointment Section: 80. Legal and regulatory grounds Subsection: 20. Basic rules

Other

104