BYLAWS FOR BNDES PARTICIPAÇÕES S.A. (BNDESPAR)

(Approved by Dir. Decision Nº.  149/2002-BNDES, of 11.3.2002, as amended by Dir. Decision Nº. 821/2002-BNDES, of 12.9.2002, Dir. Nº. 155/2003-BNDES, of 4.22.2003, by Dir. Decision Nº. 776/2004, of 9.27.2004, by Dir. Decision Nº. 298/2005-BNDES, of 4.19.2005, by Dir. Decision Nº. 862/2006, of 9.28.2006, by Dir. Decision Nº. 721/2007, of 28.8.207, by Dir. Decision Nº. 948/2008, of 11.4.2008, by Dir. Decision Nº.690/2009-BNDES, of 8.11.2009, by Dir. Decision Nº. 1313/2009-BNDES, of 11.17.2009, by Dir. Decision Nº. 1349/2009-BNDES, of 11.24.2009, by Dir. Decision Nº. 1534/2009-BNDES, of 12.29.2009, by Dir. Decision Nº. 2111/2010-BNDES, of 12.30.2010, by Dir. Decision Nº. 46/2011-BNDES, of 1.18.2011, by Dir. Decision Nº.521/2011-BNDES, of 5.31.2011, by Dir. Decision Nº. 1278/2011-BNDES, of 12.13.2011, by Dir. Decision Nº. 784/2012, of 7.24.2012, by Dir. Decision Nº. 178/2013-BNDES, of 2.14.2013, by Dir. Decision Nº. 463/2013-BNDES, of 4.24.2013 and by Decision Nº. 797/2015-BNDES, of 12.11.2015). 

Art. 5 The financial support referred to in the preceding article shall basically consist of the following forms of collaboration:
 
I - subscription and full-payment of securities and, in the case of shares, preferably in minority proportions;
 
II – guarantees for underwritten shares or convertible debentures or subscription bonuses;
 
III - purchase and sale of securities on the secondary market; and
 
IV - other forms of collaboration compatible with the business purpose of BNDESPAR.
 
Art. 6 The financial support referred to in the preceding article shall be provided only to companies incorporated under Brazilian laws and with a head office and management in Brazil, or companies controlled by Public Authorities.
 
Art. 6-A. Financial support from BNDESPAR may be exceptionally provided to companies or entities, even if incorporated under foreign law, that: (Wording in Dir. Decision Nº.721/2007-BNDES, of 8.28.2007)
 
I - fall within the definition of multilateral credit agencies, or (Wording in Dir. Decision Nº. 721/2007-BNDES, of 8.28.2007)
 
II - have multilateral credit agencies as members or shareholders. (Wording in Dir. Decision Nº.721/2007-BNDES, of 8.28.2007)
 
Sole paragraph.  For the purposes of this article, multilateral credit agencies are legal entities, incorporated in Brazil or abroad, whose capital is subscribed directly by governments of different countries or by their official financial institutions, and which aim to promote the development as well as the economic and social integration of its member countries. (Wording in Dir. Decision Nº.721/2007-BNDES, of 8.28.2007)
 
Art. 6-B. BNDESPAR, within the scope of operations supporting the internationalization of Brazilian companies, may purchase certificates of deposit of securities (BDRs) backed by securities issued by companies incorporated under foreign law, whose control of capital is exercised directly and indirectly by a legal entity incorporated under Brazilian law with registered office and developing operational activities in Brazil, directly or indirectly controlled by an individual resident and domiciled in the country. (Included by Dir. Decision Nº.1349/2009-BNDES, of 11.24.2007)

Art. 7 The capital of BNDESPAR totals R$ 60,344,503,780.65 (sixty billion, three hundred and forty-four million, five hundred and three thousand, seven hundred and eighty reais and sixty-five cents), represented by one (1) common registered share, without par value. (Wording in Dir. Decision Nº.178/2013-BNDES, of 2.14.2013)
 
Art. 8 The shares representing the capital of BNDESPAR are owned by the BRAZILIAN DEVELOPMENT BANK (BNDES).

Art. 9 The BRAZILIAN DEVELOPMENT BANK (BNDES), as the Sole Shareholder of BNDESPAR, has full powers to decide on all matters related to the business purpose of BNDESPAR and adopt the resolutions it deems necessary for its defense and development, and shall, privately, resolve the following matters:
 
I - reforming these Bylaws;
 
II - appointing or removing members of the Advisory Board and Fiscal Council, pursuant to the procedures established in § 1 of Art. 12 and in items I, II and III in Art. 22, respectively;
 
III - annually analyze the management accounts and financial statements;
 
IV - BNDESPAR's IPO;
 
V – any transformation, merger, consolidation and spin-off of BNDESPAR as well as on its liquidation and dissolution;
 
VI – establishing the Directors' fees;
 
VII - waiving rights related to the subscription of shares or debentures that are convertible into subsidiary shares;
 
VIII - exchanging shares or other securities issued by government-owned companies, mixed-economy companies and their respective subsidiaries, directly or indirectly controlled by the federal government;
 
IX – selling off all or part of the shares of the capital of BNDESPAR or its subsidiaries;
 
X – selling off debentures that are convertible into shares held by BNDESPAR, issued by subsidiaries;
 
XI - issuing simple or convertible debentures and trading those held in treasury; and
 
XII – issuing any other securities.
 
Art. 10.  The resolutions of the Sole Shareholder (BNDES), related to exercising the powers referred to in the preceding article, shall be formalized by means of decisions made by the BNDES' Board of Directors, which shall produce the same effects of the minutes of shareholders' meetings referred to in Art. 130 of Law Nº. 6404/76, of December 15, 1976, even prior to Registration at the Board of Trade.
 
Sole paragraph.  The resolutions referred to in the article herein shall, when applicable, comply with the deadlines established in the law governing corporations.  

Art. 11.  The Advisory Board, Board of Directors and the Fiscal Council, respectively, provide advice and guidance, manage and supervise for BNDESPAR.

Section I
Advisory Board

Art. 12.  The Advisory Board, a high-level advisory body of BNDESPAR, shall comprise the President of the Sole Shareholder (BNDES), and five (5) members, all Brazilians, residing and domiciled in the country, of recognized knowledge and experience, good standing, untarnished reputation and technical capacity compatible with the position. (Wording in Dir. Decision Nº.155/2003-BNDES, of 4.22.2003)
 
§ 1 Except for the President of the Sole Shareholder (BNDES), the members of the Advisory Board shall be appointed by the Sole Shareholder (BNDES), one of whom shall be recommended by the State Minister of Planning, Budget and Management and the others by the State Minister supervising the Sole Shareholder (BNDES), once approved by the President, and shall serve for three (3) years, and may be reappointed. (Wording in Dir. Decision Nº.155/2003-BNDES, of 4.22.2003)
 
§ 1-A. The Advisory Board shall appoint, from among its members, one who shall preside, as well as a deputy, in case of absence or impediment. (Wording in Dir. Decision Nº.155/2003-BNDES, of 4.22.2003)
 
§ 2 The members of the Advisory Board, except for the President of the Sole Shareholder (BNDES), shall be officially appointed upon signing the official Advisory Board Registration. (Wording in Dir. Decision Nº.155/2003-BNDES, of 4.22.2003)
 
§ 3 The term of office for Board members shall start as of the date of the appointment.
 
§ 4 Each Advisory Board member shall remain in office until a substitute is appointed by the Sole Shareholder (BNDES).
 
§ 5. In the event an Advisory Board member is substituted, the new term of office shall begin as of the date the previous term expires.
 
§ 6 In the event a vacancy becomes available in the course of the term, a new member of the Board shall be appointed and shall complete the term of the predecessor whose place is being taken.
 
§ 7. Except in the event of a legal impediment, the members of the Advisory Board shall be entitled to monthly fees corresponding to ten percent (10%) of the average monthly compensation of Directors, subject to the following rules:
 
I - fees shall be paid quarterly and in the month following that in which the regular meeting of the period is carried out; and
 
II - only members of the Board who attend the regular meeting of the quarter shall be entitled to their fees.
 
Art. 13.  The duties of the Advisory Board include:
 
I - to elect the Directors, with no special appointment, subject to the procedures established in item III of Art. 15;
 
II - to examine, when the Directors propose it, BNDESPAR's plans and programs, establishing the general line of its business;
 
III - to provide opinions on the annual and multi-year investment and administrative budgets;
 
IV - to advise the Directors on establishing policies to be adopted and on defining sectorial priorities;
 
V - to comment on the Board of Directors' Annual Report, financial statements for the year and the proposals to allocate profit;
 
VI - to advise the Sole Shareholder (BNDES), concerning the general guidelines of BNDESPAR; and
 
VII - to comment on any matters of interest to BNDESPAR submitted by the Board of Directors or by the Sole Shareholder (BNDES).
 
Art. 14.  The Advisory Board shall meet, ordinarily, every quarter of the calendar year and, extraordinarily, whenever convened by its Chairman at its discretion or at the request of at least four (4) of its members. (Wording in Dir. Decision Nº. 862/2006-BNDES, of 9.28.2006)
 
§ 1 The Advisory Board shall act only in the presence of at least four (4) of its members.
 
§ 2. Opinions put forth by the Advisory Board shall be adopted when there is a majority vote and it is recorded in minutes, and the Chairman, in addition to the regular vote, shall cast the tie-breaking vote.

Section II
Board of Directors

Art. 15.  The Board of Directors, the executive management board for BNDESPAR, shall consist of up to nine (9) members, all Board members of the Sole Shareholder, elected by the Advisory Board of BNDESPAR, namely: (Wording in Dir. Decision Nº.463/2013-BNDES, of 4.24.2013)
 
I - The Chief Executive Officer, who shall be the President of the Sole Shareholder (BNDES); (Wording in Dir. Decision Nº. 298/2005-BNDES, of 4.19.2005)
 
I - The Deputy Managing Director, who shall be the Vice-President of the Sole Shareholder (BNDES); (Wording in Dir. Decision Nº. 298/2005-BNDES, of 4.19.2005)
 
III - Up to seven (7) Directors with no special appointment. (Wording in Dir. Decision Nº.463/2013-BNDES, of 4.24.2013)
 
§ 1 The Chief Executive Officer may delegate his or her powers, in whole or in part, reserving equal powers, to the Managing Director, who will be the his or her substitute. (Wording given by Dir. Decision Nº.298/2005-BNDES, of 4.19.2005)
 
§ 2 The Managing Director may delegate his or her powers, in whole or in part, reserving equal powers, to one of the members of the Board of Directors, who shall be his or her substitute. (Wording in Dir. Decision Nº.298/2005-BNDES, of 4.19.2005)
 
§ 3 The Chief Executive Officer, Managing Director and the other Directors shall not be entitled to any remuneration for performing their duties. (Wording in Dir. Decision Nº.298/2005-BNDES, of 4.19.2005)
 
§ 4. One of the Directors shall be appointed, by Decree of the President of the BNDES, to act as an Investor Relations Director. (Included in Dir. Decision Nº.46/2011-BNDES, of 1.18.2011)
 
Art. 16.  The terms of the Chief Executive Officer, Managing Director and other Directors shall coincide with their respective terms as Board members of the Sole Shareholder (BNDES). (Wording in Dir. Decision Nº.298/2005-BNDES, of 4.19.2005)
 
§ 1 The Board members, except for the Chief Executive Officer and the Managing Director, shall be established upon signing the official Advisory Board Registration. (Wording in Dir. Decision Nº.298/2005-BNDES, of 4.19.2005)
 
§ 2. At the end of the term, each member of the Board of Directors shall remain in office until a substitute is elected by the Advisory Board of BNDESPAR. (Wording in Dir. Decision Nº.298/2005-BNDES, of 4.19.2005)
 
§ 3 In the event a vacancy becomes available in the course of the term, a new member for the Board of Directors shall be appointed and shall complete the term of his or her predecessor. (Wording in Dir. Decision Nº.298/2005-BNDES, of 4.19.2005)
 
Art. 17. The Board of Directors shall exercise all the powers of general management and executive management of BNDESPAR, and shall primarily:
 
I - establish BNDESPAR's plans and programs;
 
III - approve the annual and multi-year investment and administrative budgets;
 
III - approve the general rules for operation;
 
IV - approve the internal organization of BNDESPAR, establishing the administrative structure and appointments of the units thereof;
 
V - decide on the financial support operations;
 
VI - approve the general rules for personnel management, including those related to establishing career as well as salary or benefit plans;
 
VII - prepare the BNDESPAR's Annual Performance Report, the financial statements for the year and proposals to allocate profit to be approved by the Fiscal Council and the Advisory Board and, subsequently, by the Sole Shareholder (BNDES);
 
VIII - authorize the purchase, sale and use of real estate as a guarantee (encumbrance);
 
IX - decide on the purchase, sale and use of securities as a guarantee (encumbrance), except for provisions in item XI of Art. 9;
 
X - authorize the waiver of rights, except as provided for in item VII of Art. 9, transactions and arbitration commitments;
 
XI - authorize agreements and contracts that constitute any onus, obligations or commitments to BNDESPAR;
 
XII - grant vacation and leave to members of the Board of Directors; and
 
XIII - publish, in the Official Gazette, once the State Minister supervising the Sole Shareholder (BNDES) hands down approval:
 
a) the Procurement Regulations;
 
b) the Staff Regulations, with rights and duties of all employees, the disciplinary system and the norms for verifying responsibilities;
 
c) the list of Staff, indicating, in three (3) columns, the total number of job positions and the number of filled and unfilled posts, broken down per career or category, on June 30 and December 31 of each year;
 
d) a plan for wages, benefits, advantages and any other aspects making up the remuneration of their employees.
 
Art. 18.  The Directors shall meet, ordinarily, twice a month and, extraordinarily, whenever convened by the Chief Executive Officer, only acting in the presence of at least two (2) of its members, 1 (one) of them, necessarily, the CEO, or his or her substitute, under § 1 of art. 15.
 
§ 1 The resolutions of the Board of Directors shall be adopted when there is a majority vote and recorded in minutes, and the Chief Executive Officer, in addition to the regular vote, shall cast the tie-breaking vote.
 
§ 2 The Chief Executive Officer may veto the decisions of the Board of Directors, submitting them to the Sole Shareholder (BNDES).
 
Art. 19.  The Chief Executive Officer shall direct, supervise and coordinate the work of the Board of Directors and specifically:
 
I - represent BNDESPAR in and out of court and may, on behalf of it, appoint ad judicia or ad negotia attorneys-in-fact (proxies), respecting the provisions in § 1 of this article;
 
II - convene and chair the Board of Directors’ meetings;
 
III - determine the duties of the Directors, and may delegate executive and decision-making powers;
 
IV – establish norms necessary for the operation of BNDESPAR, according to the internal organization approved by the Directors;
 
V - hire, promote, punish, dismiss, fire and perform all other personnel management acts, respecting the legal criteria and norms established by the Board of Directors;
 
VI - authorize the purchase, sale and use of property as a guarantee (encumbrance);
 
VII - submit to the Sole Shareholder (BNDES), within the legal deadlines, the Annual Report, financial statements and other matters subject to its approval in the performance of his or her duties;
 
VIII - appoint substitutes for members of the Board of Directors, in absences and temporary impediments that cannot be resolved by redistributing tasks and, in the event a vacancy becomes available, until it is filled as established in item III of Art. 15.
 
§ 1. The acts establishing or modifying BNDESPAR’s obligations or releasing third parties from obligations to it shall be endorsed by the Chief Executive Officer jointly with another Director.
 
§ 2 The duties provided for above may be delegated to one or more agents, by power of attorney with specific powers, in the form of the aforementioned paragraph.
 
Art. 20.  The Managing Director shall:
 
I - perform the CEO's duties in his absence or impediment; and
 
II - perform other duties delegated to the Directors.
 
Art. 21.  Each Director shall:
 
I - assist the CEO in the managing and coordinating the activities of BNDESPAR, according to the duties delegated to him or her;
 
II - participate in Board meetings, helping ensure the policies to be adopted by BNDESPAR are defined, and reporting on matters related to the technical units under his or her responsibility;
 
III - perform coordination tasks delegated by the CEO; and
 
IV - perform the executive and decision-making duties delegated by the CEO.
 
Sole paragraph.  The duties set forth in this article may be delegated by an Ordinance.

Section III
Fiscal Council

Art. 22.  The Fiscal Council, a supervisory board of BNDESPAR, shall operate permanently and shall consist of three (3) members and three (3) substitutes, all Brazilian, residing and domiciled in the country, appointed by the Sole Shareholder (BNDES), once the respective names have been approved by the President, as follows:
 
I - one (1) representative from the Ministry to which the Sole Shareholder (BNDES) is linked, appointed by the State Minister;
 
II - one (1) representative for the National Treasury, appointed by the Finance State Minister; and
 
III - one (1) representative for the Sole Shareholder (BNDES).
 
§ 1 The Fiscal Council members shall serve for two (2) years, and may be reappointed for an equal period.
 
§ 2 The members of the Fiscal Council shall be established once registered in the minutes of the first meeting in which they participate.
 
§ 3 The term of office of the Fiscal Council members shall begin as of the date of appointment.
 
§ 4 Each Fiscal Council member shall remain in office until a substitute is appointed by the Sole Shareholder (BNDES).
 
§ 5. In the event an Advisory Board member is substituted, the new term of office shall begin as of the date the previous term expires.
 
§ 6. Except for a legal impediment, members and substitute members of the Fiscal Council shall receive, for the effective performance of their duties, fees corresponding to ten percent (10%) of the average monthly remuneration of the Directors.
 
Art. 23.  The Fiscal Council shall perform the duties established in the Corporation Act.
 
Sole paragraph.  Governing bodies are required, by formal notice, to make available to the members of the Fiscal Council a copy of their meetings minutes within ten (10) days, and copies of balance sheets and other financial statements prepared periodically, as well as budget reports within fifteen (15) days of their release.

Art. 24.  The fiscal year shall correspond to the period from January 1 to December 31, by the end of which the financial statements established by law shall be prepared.
 
Art. 25.  The Directors shall propose to the Sole Shareholder (BNDES) the allocation of profit from the fiscal year, plus any balance of retained earnings and after deductions to meet accrued losses and income tax provisions, respecting the following conditions: (Wording in Dir. Decision Nº.46/2011-BNDES, of 1.18.2011):

I - five percent (5%) for the Legal Reserve, until it reaches twenty percent (20%) of the capital; (Wording in Dir. Decision Nº. 46/2011-BNDES, of 1.18.2011)

II - building up Reserves set forth in articles 195, 195-A and 197 of Law Nº. 6404 of 1976, as applicable; (Included in Dir. Decision Nº. 46/2011 of 1.18.2011)

III - building up a Reserve to make Accounting Practices more Compatible in the amount of profit or previous-year adjustments arising from applying accounting standards different from those used by the Sole Shareholder (BNDES), limited to the amount of Shareholders' Capital, subject to Article 199 of Law Nº. 6404/76; and (Wording in Dir. Decision Nº.784/2012 of 7.24.2012)

IV - minimum dividends of twenty five percent (25%) of the net income adjusted for reserves listed in items I, II and III above, to remunerate the Sole Shareholder (BNDES) (Included in Dir. Decision Nº. 46/2011-BNDES, of 1.18.2011)

§ 1 The amounts of dividends due to the Sole Shareholder (BNDES) shall incur financial charges pursuant to the laws in effect, from the end of the fiscal year to the date payment thereof in actually made, with no effect on late fees when payment is not made on the date specified by law or as decided by the Sole Shareholder (BNDES).
 
§ 2 The amount of interest, as remuneration on shareholders' stakes (equity) which is due to the Sole Shareholder (BNDES), shall incur financial charges pursuant to the laws in effect, from the end of the fiscal year to the date payment thereof is made, with no effect on late fees when payment is not made on the date specified by law or as decided by the Sole Shareholder (BNDES).
 
§ 3. The amount, paid or credited, as interest on shareholders' stakes (equity), pursuant to article 9, paragraph 7, of Law Nº. 9,249 of December 26, 1995, and applicable laws and regulations, may be deducted from the total earmarked for the Sole Shareholder (BNDES), as provided for in this article, and the dividends distributed by BNDESPAR shall integrate the respective amount, for all legal purposes.
 
§ 4. The amount of interest paid or credited shall not exceed the amount earmarked to pay dividends, which shall be deducted.
 
§ 5. Proposals to allocate the profit of the fiscal year, once conclusive analysis has been carried out by the internal bodies of the company, shall be submitted for approval by the Finance State Minister and published in the Official Federal Gazette within thirty (30) days as of the date it was approved.