Acquisitions and Partnerships

Aquisições Incorporações e Parcerias

BESC’s Acquisition
Presentation
Transcription

Information to the market

06.25.2009 – BESC’s shares fractions
04.15.2009 – BESC – Deadline to transfer BB’s fractions of shares
02.06.2009 – BESC – Approval by Bacen
11.24.2009 – BESC – Fractions Payment
11.06.2008 – BESC’s right of withdrawal
10.03.2008 – Information to Shareholders – Final date to the Right of Redemption
10.01.2008 – Information to Shareholders – Merger of BESC and BESCRI
09.11.2008 – BESC’s Acquisition
02.21.2008 – Retreating of BESC and BESCRI from the PND
10.05.2007 – BESC incorporation kick off
06.22.2007 – BB/BESC – Evaluate equity value in the M&A process
04.19.2007 – BESC Incorporation Study

Aditional Information

Reports

bBDOBESC
BDO BESCRI
Price BB
KPMG BESC
KPMG BESCRI

Information

Acquisition Protocol
Historical Data

Shareholdes’s Meeting

Rule 12g3-2(b) Exemption # 82-35186

BANCO DO BRASIL S.A.

CNPJ 00.00.000/0001-91

Extraordinary Shareholders Meeting Call Notice

The shareholders of Banco do Brasil S.A. — public company — are invited to take part, in a first summons, in the Extraordinary General Meeting that will be held at Headquarter Building I, 21st floor, Brasilia (DF), at 3 p.m. on 09.30.2008, in order to deal with the following subjects:

1. To examine, discuss and approve the Protocol of Merger and Justification of the Merger of Banco do Estado de Santa Catarina S.A. – BESC and of BESC S.A. Crédito Imobiliário – BESCRI by Banco do Brasil S.A.;

2. To approve and ratify the contract of (i) KPMG Auditores Independentes, CNPJ/MF number 57.755.217/0001-29, as responsible for the equity accounting appraisal report of BESC and of BESCRI, (ii) BDO Trevisan Auditores Independentes, CNPJ/MF number 52.803.244/0001-06, as responsible for the equity appraisal reports of BESC and of BESCRI by the discounted cash flow methodology, and (iii) PricewaterhouseCoopers International Services Ltda., CNPJ/MF number 47.205.646/0001-79 and PricewaterhouseCoopers Corporate Finance & Recovery Ltda., CNPJ/MF number 05.487.514/0001-37 as responsible for the economic/financial appraisal report of BB by the behavior of the shares in the open market and by the discounted cash flow methodology;

3. To examine and approve the appraisal reports mentioned in item “2.” above;

4. To approve and declare effective the merger of BESC and BESCRI by Banco do Brasil S.A. in the terms of the Protocol of Merger and Justification of the Merger, and also to authorize Banco do Brasil’s administration to execute the complimentary acts related to the merger;

5. To authorize the raise in the capital of Banco do Brasil, due to the mergers mentioned above, with the transfer of the equity from BESC and BESCRI to Banco do Brasil S.A., in the terms of the Protocol of Merger and Justification of the Merger.

The proxy instruments should be deposited with Banco do Brasil, in the Executive Secretariat, 23rd floor of the Headquarter Building III, preferably, within 24 hours before the Meeting is held.

The documents concerning to the proposals to be deliberated by the Meeting are available in the Executive Secretariat, 23rd floor of the Headquarter Building III, in Brasília (DF) and in the Bank’s Investor Relations website (www.bb.com.br/ir).

Brasília (DF), September 11th 2008

Antonio Francisco de Lima Neto
Board of Directors Vice-president

Frequently Asked Questions

FAQ BESC ACQUISITION

When will the mergers of BESC and BESCRI by BB occur?

On September 30, 2008, the Shareholders’ Meetings will be held at BB, BESC and BESCRI to resolve on the mergers. This is the day on which BESC and BESCRI will be extinguished. Operation Besc will operate in parallel with operation BB until all systems and processes are ready for the integration of the two operations. After the necessary adjustments in the systems, infrastructure of the agencies, equipments and the training and the qualification of the people, we will have a unique operation in SC, maintaining the BESC brand, according to a commitment signed with the State of SC.


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How long will this transition period take?

The forecast is that this period is 180 days.


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How much will BB pay for the incorporation of the BESC system?

If the merger of BB and BESC is approved, BB will pay the shareholders of the two companies, R $ 685 million (BESC – R $ 411 million and BESCRI – R $ 274 million), through the issuance of 23,074,306 registered common shares (BBAS3).


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How did the price reach R $ 685 million?

The amount of R $ 685 million was established based on the evaluation of the economic values ​​determined by the methodology of discounted cash flow, included in the economic-financial appraisal reports. The amount calculated for BESC was R $ 411 million and that of BESCRI was R $ 274 million. In both cases, the discount rate used was 8.67% pa


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Is this price fair? What goodwill is BB paying for the merger?

The criteria for evaluating companies are in accordance with the law and good market practices, and the amounts established are advantageous for both parties, without prejudice to the minority shareholders of both BB and BESC.

The use of the market value to evaluate BB and the economic value for evaluation of BESC / BESCRI is the most viable way to arrive at a fair price for the business. This methodology is justified by the fact that BESC’s shares do not have sufficient liquidity to support a good market valuation. As an example, with the inputs we have, this exchange ratio, at the market value between BB and BESC, would be approximately 1 ON BB share for about 2 BESC shares.

Lastly, since it is a merger with exchange of shares, this transaction does not present any goodwill.


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Why the methodology used to calculate the economic value of BESC was that of discounted cash flow? And BB, how was it evaluated?

In compliance with art. 224 of Law 6404/76, to establish the share substitution relationship, BB was evaluated by the weighted average price of its shares in the securities market (last 90 calendar days of 2007), and BESC and BESCRI for the evaluation of the economic-financial value, calculated using the discounted cash flow method, using as base date 12/31/2007.

In compliance with art. 264 of Law 6404/76, the Bank of Brazil’s valuation was also carried out based on the discounted cash flow method, in order to verify if the criterion freely chosen by the parties, based on art. 224 of Law 6,404 / 76, would be beneficial to the minority shareholders of BESC and BESCRI. The evaluation concluded that, for economic value, BESCRI shareholders would receive 1 share for each 2,403,275,850 shares, while BESC shareholders, of the three classes of shares, would receive 1 share for each 18.31304592 shares.

The adoption of this second valuation criterion is intended to serve as an alternative parameter to the redemption value when the share replacement ratio freely chosen by the parties based on art. 224 of Law 6,404 / 76, is less advantageous to the minority shareholders of BESC and BESCRI.


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What are the companies responsible for evaluating the institutions?

Company Evaluated Company Evaluator Document

Banco do Brasil PricewaterhouseCoopers Economic and financial appraisal report and market value

International Services Ltda.

and PricewaterhouseCoopers

Corporate Finance & Recovery Ltda

BESC BDO Trevisan Independent Auditors Economic and financial appraisal report

BESCRI BDO Trevisan Independent Auditors Economic-financial evaluation report

BESC KPMG Auditores Independentes Economic-financial evaluation report

BESCRI KPMG Auditores Independentes Economic and financial appraisal report


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How will the payment be made by the Merger? In cash?

Pursuant to Law 6404/76, in merger cases involving common controllers, in the case of BB and BESC, which are controlled by the Federal Government, a corporate reorganization is carried out where shares of the merged company are replaced by shares of the merging company , issued especially for the subscription of the shareholders of the merged companies, and there is no cash disbursement.


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What will be the share exchange ratio between the shares of BB and those of the BESC System?

Bbased on the discounted cash flow criterion for BESC and BRESCI in relation to the weighted average price of BB shares in the last 90 calendar days of 2007, the exchange ratio was as follows:

– 1 (one) share issued by BB for 12.13308922 BESC ON shares;

– 1 (one) share issued by BB for 12.13308922 BESC’s PNA shares;

– 1 (one) share issued by BB for 12.13308922 BESC’s PNB shares; and

– 1 (one) share issued by BB for 1,592.261627 BESCRI ON shares.


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Why does the exchange ratio only involve common shares, changing the rights of BESC shareholders?

The condition of BB of a member of the New Market of BOVESPA obliges it to comply with certain rules, among others, to the provisions of item 3.1 of the Novo Mercado Regulation, which prohibits the issuance of preferred shares.

Thus, to conform to the rules of the New Market, BB transformed all preferred shares (PN) into registered common shares (ON), which is why BESC’s preferred shareholders will have their rights modified. However, it is important to note that Banco do Brasil ON shares have the right to vote at General Meetings.


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What is the shareholding structure of BESC?

BESC%

Union 95,9

CODESC * 1.6

Other 2,5

BESCRI%

Union 95,3

CODESC 3.8

BESC 0.9

Others 0.0

* Development Company of the State of Santa Catarina


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What is the impact of the incorporation of BESC by exchange of shares in the free float of Banco do Brasil?

Free-float will go from 21.7% to 21.5%.


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What is the Share Capital and Shareholders’ Equity of BESC and BESCRI?

On December 31, 2007, the base date of the economic-financial assessment that determined the fair value for the share exchange ratio, BESC registered Capital of R $ 1.319 billion and PL of R $ 190.7 million while BESCRI held a Share Capital of R $ 367.4 million and a PL of R $ 217.2 million.


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Has BESC been showing a positive result? What is your profit in the last quarter?

Yes. On December 31, 2007, the accumulated profit was R $ 27 million. In 1Q08, BESC recorded a profit of R $ 21.7 million, of which R $ 16.4 million was related to 2Q08.


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How many agencies does BESC have? Where are they located? How many will be closed?

BESC has a total of 252 branches, of which 248 are in the state of Santa Catarina, 1 in Rio de Janeiro, 1 in Brasilia, 1 in Porto Alegre and 1 in Curitiba.

No change will be made to the service network of BESC or BB in Santa Catarina, immediately after Day “D”.

Carefully, BB will examine the distribution of the new service network, formed by BB BESC’s branches, to seek greater efficiency and quality in customer service, adapting it to the Bank’s strategic interests in Santa Catarina and preserving service in a contractual manner defined. This may mean the relocation or specialization of some point of service in those places where the study points out this need.


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Because Banco do Brasil recommends approval of the management proposal for incorporation of the BESC System?

The merger of BESC and BESCRI is justified because, for Banco do Brasil SA:

a) enables a new growth path, as an alternative to the organic expansion model, in order to defend its competitive position;

b) consolidates BB’s leadership position in the relationship with the public sector, through the achievement of the status of financial agent of the State of Santa Catarina;

c) enables the capture of opportunities for growth and economic value through, through:

– expansion and profitability of the customer base, with BB’s business model and product portfolio;

– expansion of the service network, with the adoption of the BB model, considering the capillarity of the BESC network;

– improvement of cost efficiency and scale gains from BB’s operating model;

d) strengthens BB’s presence in Santa Catarina and in the south of the country, leveraging its leadership position and participating in the positive prospects for the continuity of the state’s economy;

e) preserves and broadens the public policies of development;

f) allows BB to subrogate itself in all the rights and obligations of BESC and BESCRI, including those that are exclusive to official financial institutions;

g) guarantees that the public attributions exercised by BESC and BESCRI will be assumed by BB, since it is an official bank, thus maintaining its role as a governmental action instrument.


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What are the advantages for BESC’s clients and shareholders with this merger?

For customers, the opportunity to count on the largest bank in the country, with leadership in several markets – such as assets, credit portfolio, third party resources management, distribution network and self-service terminals, among others – and which participates of the Country’s development almost 200 years ago. Another advantage for customers would be the availability of BB’s product portfolio. For the shareholders, the participation in a company listed in the highest level of Corporate Governance, the Novo Mercado, whose shares make up the BOVESPA Index, thus, with high liquidity.


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Is the BESC brand extinguished immediately or is there a phasing-out plan?

There is no extinction plan for the BESC brand. What exists is BB’s commitment to maintain the brand for the same period of the service agreement, signed by BB and BESC, with the State of Santa Catarina, which has a term of 5 years. BB’s Marketing and Communication Department will ensure that the coexistence between the two brands is given in the best possible way and adds value to the business. BB knows the importance of the BESC brand for its clients and will use it positively and in its favor.


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How is BESC positioned in the Brazilian banking market?

The BESC System is one of the 40 largest banks in the country and consists of two operations:

– BESC is a retail commercial bank with state operations and shareholders’ equity of R $ 176 million;

– BESCRI operates in real estate credit and has shareholders’ equity of R $ 215 million;

– both operate in a very discreet manner in the market, BESCRI has not granted new loans for years, generating fairly conservative asset and liability operations, a profile with low leverage, limited product / service structure and the need for investments for its modernization;

– in contrast, the BESC System has the largest branch network in the state of SC, 25% higher than BB’s (second place) and 110% higher than Brasdeco’s (third-place) network, a significant portion of payroll-deductible loans in Santa Catarina is a very strong brand;

– this combination of high retail penetration (brand and capillarity) and great idleness (capital and operational), in concomitance with the consequences of a bank that joined PROES about a decade ago, make the historical results of the BESC System a little buyer accurate for your prospects.


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Can the current shareholders of BESC / BESCRI who do not wish to receive shares of BB can receive the value of their shares in R $? If they can, what will be the ratio R $ / BESC-BESCRI Shares?

The minority shareholders of BESC and BESCRI who do not agree to the mergers may exercise the so-called right of withdrawal. The shareholders exercising the right of withdrawal will be offered two alternatives of payment in kind for the shares of BESC and / or BESCRI in their possession. He shall receive an amount equivalent to the greater of the value of the shares and the economic value of the shares.

Each dissenting shareholder of BESC will receive R $ 2.4468 per share, and dissenting shareholders of BESCRI will receive R $ 0.0186 per share.

The shareholders’ right to withdraw shall be limited to the shares held by such shareholders until 11.09.2008, that is, they are registered in the records of the PARTIES to be merged at the end of 09.09.2008, and may not be exercised in relation to to shares acquired after said date, as provided in art. 137, paragraph 1, of Law 6404/76.


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What is the deadline for the current shareholders of BESC and BESCRI for a manifestation regarding the right of withdrawal?

To exercise the right of withdrawal, as provided in art. 137, II of Law 6,404 / 76, the minority shareholders of BESC and BESCRI, must expressly express their views in writing within thirty (30) days from the date of publication of the minutes of the Extraordinary General Meeting of Shareholders shareholders of Banco do Brasil to resolve on the approval of the merger protocol, and payment of the respective reimbursement will depend on the approval of the mergers, pursuant to art. 230 of Law 6,404 / 76.


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If my BESC shares do not reach a whole number of BB shares, how will fractions be treated?

The shareholders of BESC and BESCRI will receive from Banco do Brasil, in local currency, the amount corresponding to any fractions of shares issued by Banco do Brasil that can not be fully attributed, as a result of the substitution relations, after disposal of said fractions in a stock exchange, dividing the proceeds of the sale, proportionally by the holders of the fractions, in accordance with § 3 of art. 169 of Law 6,404 / 76.


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How will the merger transaction affect BB’s balance sheet?

Banco do Brasil will issue shares for the payment of all shareholders of the two institutions that will be merged. In other words, we will not use BB’s cash for acquisition and, also, in BB’s balance sheet, goodwill will not be accounted for by the BACEN regulations, even considering that the amount involved in the transaction equals a price / equity value of 1, 57x, that is, there is no impact on BB’s results.


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BEP’s Acquisition

Shareholder’s Meeting

Rule 12g3-2(b) Exemption # 82-35186

BANCO DO BRASIL S.A.

CNPJ 00.00.000/0001-91

Extraordinary Shareholders Meeting Call Notice

The shareholders of Banco do Brasil S.A. — public company — are invited to take part, in a first summons, in the Extraordinary General Meeting that will be held at Headquarter Building I, 21st floor, Brasilia (DF), at 3 p.m. on 11.28.2008, in order to deal with the following subjects:

1. To examine, discuss and approve the Protocol of Merger and Justification of the Merger of Banco do Estado do Piauí S.A. – BEP by Banco do Brasil S.A.;

2. To approve and ratify the hiring of (i) Deloitte Touche Tohmatsu Consultores Ltda, CNPJ/MF number 02.189.924/0001-03, as responsible for the appraisal report of BEP by the discounted cash flow methodology, (ii) da Global Auditores Independentes, CNPJ/MF number 03.423.123/0003-95, as responsible for the appraisal report of BEP by the equity value, and (iii) PricewaterhouseCoopers Auditores Independentes., CNPJ/MF number 61.562.112/0015-26 and PricewaterhouseCoopers Corporate Finance & Recovery Ltda., CNPJ/MF number 05.487.514/0001-37 as responsible for the economic/financial appraisal report of BB by the behavior of the shares in the open market and by the discounted cash flow methodology;

3. To examine and approve the appraisal reports mentioned in item “2.” above

4. To approve and declare effective the merger of BEP by Banco do Brasil S.A. in the terms of the Protocol of Merger and Justification of the Merger, and also to authorize Banco do Brasil’s administration to execute the complimentary acts related to the merger;

5. To authorize the raise in the capital of Banco do Brasil, due to the mergers mentioned above, with the transfer of the equity from BEP to Banco do Brasil S.A., in the terms of the Protocol of Merger and Justification of the Merger.

The proxy instruments should be deposited with Banco do Brasil, in the Executive Secretariat, 23rd floor of the Headquarter Building III, preferably, within 24 hours before the Meeting is held.

The documents concerning to the proposals to be deliberated by the Meeting are available in the Executive Secretariat, 23rd floor of the Headquarter Building III, in Brasília (DF) and in the Bank’s Investor Relations website (www.bb.com.br/ir).

Brasília (DF), November 11th, 2008

Antonio Francisco de Lima Neto
Board of Directors Vice-president

Acquisition Protocol (Only in Portuguese)

Reports

Global Auditores Independentes
Deloitte Touche Tohmatsu Consultores
PriceWaterhouseCoopers Auditores Independentes

Information to the Market

11.11.2008 – BEP’s Acquisition
09.06.2007 – BEP Incorporation Study

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Banco Popular do Brasil’s Acquisition
Banco Nossa Caixa’s Acquisition

Presentation to the Market

Apresentação
Audio

Information to the Market

Material Facts

10.29.2009 – Nossa Caixa’s Incorporation
12.22.2008 – Signature of the Shares buy-sell agreement – Nossa Caixa
11.20.2008 – Nossa Caixa’s Acquisition
05.21.2008 – Nossa Caixa Incorporation Study

Information to the Market

07.21.2009 – Call Notice of Nossa Caixa’s Public Offering
03.16.2009 – BNC – Stake Control Transfer
03.11.2009 – BNC – Approval by Bacen
01.22.2009 – Tender Offer of Shares of Banco Nossa Caixa
11.12.2008 – Valor Econômico news

Reports

Reports – Incorporation

Fator – Economic Value
KPMG – Nossa Caixa’s Appraisal
Price – BB’s Appraisal

 

Reports – Acquisitions

Price – Economic Value
Merrill Lynch – Economic Value
Accenture – Sinergy

 

Protocol

Protocol Incorporation
Protocol Public Offering

Nossa Caixa – Vote

Rule 12g3-2(b) Exemption # 82-35186

 

CONTROL ACQUISITION OF BANCO NOSSA CAIXA S.A.

Shareholders,

According to the article 256 of the Law 6,404/1976, from 12.15.1976, I present to the approval of this Assembly the following subjects:

a) the proposal of acquisition, by Banco do Brasil S.A., of the stake of 76,262,912 ordinary shares of Banco Nossa Caixa S.A., corresponding to 71.25% of both social and voting capital in the same proportion; and

b) the ratify of the binding memorandum of understanding, accompanied by the appraisal report, of Banco Nossa Caixa S.A.

The transaction of acquisition of Nossa Caixa is justified by:

a) represent an opportunity of increase the presence of Banco do Brasil in São Paulo due to the force of Banco Nossa Caixa in that state;

b) complement the growth strategy and value creation of Banco do Brasil;

c) allow Banco do Brasil the potencial capture of synergies, mainly by the following sources:

I. loan portfolio expansion;

II. increase of services;

III. improvement in credit quality;

IV. expenses optimization; and

V. efficiency gains.

d) create value to the shareholders.

To your appreciation,

December 5th, 2008.

 

Antonio Francisco de Lima Neto

Board of Directors Vice-president

 

Nossa Caixa Power of Attorney Model

Power of Attorney – Individual
Power of Attorney – Companies

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Banco Patagonia’s Acquisition

Shareholder’s Meeting

Rule 12g3-2(b) Exemption # 82-35186

BANCO DO BRASIL S.A.
CNPJ 00.00.000/0001-91
Extraordinary Shareholders Meeting Call Notice

The shareholders of Banco do Brasil S.A. – public company – are invited to take part, in a first summons, in the Extraordinary General Meeting that will be held at Headquarter Building III, 20th floor, Brasilia (DF), at 3 p.m. on 06.16.2010, in order to deal with the following subjects:

I. Acquisition, by Banco do Brasil S.A., of a stake equivalent to 366,825,016 common shares class “B” of Banco Patagonia S.A., corresponding to 51% of equity and voting capital, in the same proportion, according to Item I of Art. 256, and Sole Paragraph Item “b” of art. 247, both of Law 6,404, dated December 15th, 1976 (“LSA”); and

II. Ratification of the Share’s Sales and Purchase Agreement, followed by the appraisal report of Banco Patagonia S.A., according to § 1º of Art. 256 of LSA.

Vote: Click Here

The proxy instruments should be deposited with Banco do Brasil S.A., in the Executive Secretariat, 23rd floor of the Headquarter Building III, preferably, within 24 hours before the Meeting is held.

To participate in the shareholders meetings, according article 126 of the Law 6,404/76, the shareholder, or legal representative, must show a photo ID and, if possible, its receipt issued by the Câmara Brasileira de Liquidação e Custódia – CBLC, with the number of owned shares.

The documents concerning to the proposals to be deliberated by the Meeting are available in the Executive Secretariat, 23rd floor of the Headquarter Building III, in Brasília (DF) and in the Bank’s Investor Relations website (www.bb.com.br/ir).

Brasília (DF), May 18th, 2010.

Aldemir Bendine
Board of Directors Vice-chairman

 

ESM – Power of Attorney Model

Power of Attorney Model – Individual
Power of Attorney Model – Companies

Vote ESM – 06.16.2010

Rule 12g3-2(b) Exemption # 82-35186

ACQUISITION OF STAKE OF BANCO PATAGONIA
======================

Shareholders,

According to Article. 256 of the Law 6,404, from 12.15.1976, I present to the approval of the shareholders the following subjects:

a) acquisition, by Banco do Brasil S.A., of a stake equivalent to 366,825,016 common shares class “B” of Banco Patagonia S.A., corresponding to 51% of equity and voting capital, in the same proportion, according to Item I of Art. 256, and Sole Paragraph Item “b” of art. 247, both of Law 6,404, dated December 15th, 1976 (“LSA”); and

b) ratification of the Share’s Sales and Purchase Agreement, followed by the appraisal report of Banco Patagonia S.A., according to § 1º of Art. 256 of LSA.

The acquisition of stakes of Banco Patagonia is justified by:

a) representing an opportunity to strength Banco do Brasil in foreign businesses, with prior, at this moment, in the Argentine market;

b) complementing the growth and adding value strategy of Banco do Brasil;

c) allowing Banco do Brasil to increase businesses and capture synergies with:

I – expanding the partnership with Brazilian and Argentine companies;

II – diversifying the portfolio of products and services of Banco Patagonia to enhance the treatment with its customers;

III – expanding Banco Patagonia´s loan portfolio, especially in transactions with Brazilian companies in Argentina and local Corporate companies; and

IV – acting in Businesses segment, attending SME, employees, suppliers etc.

d) generating value to the shareholders.

To your appreciation

Brasilia (DF), May 18th, 2010.

Aldemir Bendine
Board of Directors Vice-Chairman

Information to the Market

Links para Material Facts e Information to the Market.

Fatos Relevantes

04.21.2010 – Acquisition – Banco Patagonia
06.16.2010 – Banco Patagonia

Comunicados ao Mercado

08.29.2011 – Banco Patagonia tender offering authorization
04.12.2011 – Banco Patagonia – Acquisition
04.08.2011 – Public Offering – Banco Patagonia
04.05.2011 – Banco Patagonia – “Comisión Nacional de Defensa de la Competencia” autorization”
02.07.2011 – Acquisition Banco Patagonia – Autorization BCRA
02.07.2011 – Acquisition Banco Patagonia – Autorization BCRA
12.15.2009 – Negotiation with Banco Patagonia

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Banco Votorantim Partnership

Presentation

Presentation

Audio

Audio

Transcription

Transcription

Financial Statements

BVBALANCETESET07
BVBALANCETESET08
BVCCREDITOSET08SET07
BVDRESET2008SET2007

Information to the Market

01.09.2009 – Strategic Partnership with Banco Votorantim

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