Resolution CMN No. 4222 — Amends and Consolidates the Statute and Bylaws of the Credit Guarantee Fund (FGC)

The Central Bank of Brazil, pursuant to Article 9 of Law No. 4,595 of December 31, 1964, makes public that the National Monetary Council, in a session held on May 23, 2013, based on Articles 3, item VI, and 4, item VIII, of Law No. 4,595 of 1964, Article 69 of Law No. 7,357 of September 2, 1985, and Article 7 of Decree-Law No. 2,291 of November 21, 1986, and taking into account the provisions of § 1 of Article 28 of Complementary Law No. 101 of May 4, 2000, and § 1, item XIII, of Article 1 of Complementary Law No. 105 of January 10, 2001,

R E S O L V E S:

Art. 1. The norms governing the statute and bylaws of the Credit Guarantee Fund (FGC) are amended and consolidated, in accordance with Annexes I and II to this Resolution.

Art. 2. The ordinary monthly contribution of institutions affiliated with the FGC shall be 0.0125% (one hundred and twenty-five ten-thousandths of a percent) of the amount of balances of accounts corresponding to obligations subject to ordinary guarantee.

Art. 3. As a condition for utilizing the special guarantee provided for in Chapter II of the Bylaws, affiliated institutions must pay to the FGC a special contribution equivalent to the sum of the following values:

I - 0.0833% p.m. (eight hundred and thirty-three ten-thousandths of a percent per month) of the amount of balances of Special Guarantee Deposits (DPGE) of the FGC that fall within the limit fixed by the National Monetary Council; and

II - 0.8333% p.m. (eight thousand three hundred and thirty-three ten-thousandths of a percent per month) of the amount of balances of DPGE that exceed the limit fixed by the National Monetary Council.

§ 1. The contribution percentages referred to in items I and II of the main text shall be 0.02497% p.m. (two thousand four hundred and ninety-seven hundred-thousandths of a percent per month) for deposits in which the FGC accepts in fiduciary alienation receivables from credit operations and leasing originated by the issuing institution.

§ 2. The receivables referred to in § 1 must be registered in asset registration and financial settlement systems, in accordance with Resolution No. 3,998 of July 28, 2011.

§ 3. Contracts relating to the deposits referred to in the contribution provided for in items I and II of the main text must provide for a minimum term of twelve months and a maximum term of twenty-four months.

§ 4. The deposits referred to in § 1 shall have a minimum term of six months and a maximum term of thirty-six months.

§ 5. The maximum term for the funding referred to in § 4 may be limited by the FGC to adjust it to the maturity structure of the receivables from credit operations and leasing given in fiduciary alienation.

§ 6. Contracts for deposits referred to in the contribution provided for in this article must be subject to specific registration in an asset system administered by registration and financial settlement entities authorized by the Central Bank of Brazil.

§ 7. Funds raised in the manner provided for in this article must be registered in a segregated manner by modality in the internal control system of the issuing institutions.

§ 8. The following are prohibited:

I - the total or partial redemption of time deposits referred to in this article before their respective maturities, except in cases where, with the express consent of the depositor and the depositary institution, redemption is necessary to comply with operational limits, spin-off, merger, incorporation, change of corporate purpose, transfer of control, or cancellation of authorization to operate the depositary institution; and

II - the raising of new DPGE without fiduciary alienation in favor of the FGC, from the first raising of DPGE referred to in § 1.

§ 9. The documentation supporting the reasons for the early redemption referred to in § 8, item I, of this article must be kept at the depositary financial institution, available to the Central Bank of Brazil, for a minimum period of 5 (five) years.

§ 10. Commercial banks, multiple banks, development banks, investment banks, credit, financing and investment companies, and savings banks may raise funds through time deposits with FGC guarantee.

Art. 4. The following limits must be observed in funding through DPGE:

I - for the balance of deposits raised without fiduciary alienation, by an affiliated depositary institution with the FGC, the greater of the following values:

a) corresponding to double the Reference Equity (PR), Level I, calculated annually on the base date of June 30, updated monthly by the Selic Rate from July 1;

b) corresponding to double the PR, Level I, calculated on December 31, 2008, updated monthly by the Selic Rate from May 1, 2009; and

c) corresponding to the sum of the balances of time deposits with the balances of obligations by exchange bills held in the institution on June 30, 2008, updated monthly by the Selic Rate from May 1, 2009;

II - for the balance of deposits raised with fiduciary alienation, the following multiples of the value corresponding to PR, Level I, calculated on the base date of December 31 of the previous year, updated monthly by the Selic Rate:

a) 1.6 (one and six tenths) from June 1, 2013; and

b) 2 (two) from January 1, 2014.

§ 1. The value referred to in item I, plus that mentioned in item II, may not exceed:

I - R$5,000,000,000.00 (five billion reais), until December 31, 2014; and

II - R$3,000,000,000.00 (three billion reais), from January 1, 2015.

§ 2. The calculation of the limits referred to in items I and II of this article must consider the value of PR, Level I, calculated based on the first information provided to the Central Bank of Brazil regarding this equity element, in the event of any of the following situations occurring after the base date mentioned therein:

I - commencement of operations by an institution;

II - commencement of operations by an institution, independently from a financial conglomerate it previously belonged to; and

III - modification, due to corporate transformation, of the set of institutions that make up a financial conglomerate.

§ 3. The limits referred to in items I and II of this article must be calculated on a consolidated basis by affiliated institutions with the FGC that are part of the same financial conglomerate.

§ 4. In the case of an institution authorized to operate by the Central Bank of Brazil that has not commenced operations by the last base date, the PR, Level I, from the first information provided to the Central Bank of Brazil regarding this equity element must be considered for the purpose of calculating the limit referred to in the main text.

Art. 5. The limit for raising special guarantee deposits of the FGC without fiduciary alienation must be reduced according to the following schedule:

I - by 40% (forty percent), from January 1, 2013;

II - by 60% (sixty percent), from January 1, 2014;

III - by 80% (eighty percent), from January 1, 2015; and

IV - by 100% (one hundred percent), from January 1, 2016.

Sole Paragraph. The schedule for reducing the limit for raising time deposits with the special guarantee of the FGC refers to operations contracted from each of the base dates on which this reduction will be applied, respecting the residual balances of contracts in progress.

Art. 6. The payment of contributions established in Articles 2 and 3 shall observe the following rules:

I - the calculation of the contribution value shall take into account the balances on the last day of each month of the accounts and instruments corresponding to the obligations subject to guarantee;

II - the value of contributions due must be calculated and paid in accordance with norms established by the Central Bank of Brazil;

III - delay in paying contributions due subjects the affiliated institution to a fine of 2% (two percent) on the value of the contribution, plus adjustment based on the Selic rate; and

IV - the payment of contributions and fines must be processed within the Brazilian Payments System (SPB), through the Reserve Transfer System (STR).

§ 1. The Central Bank of Brazil is authorized to establish the accounts that must serve as the basis for calculating contributions.

§ 2. For the purpose of calculating the contribution base, the value of obligations related to agribusiness credit notes issued prior to the effectiveness of this Resolution shall not be considered.

Art. 7. Article 1 of Resolution No. 2,197 of August 31, 1995, shall be effective with the following wording:

“Art. 1. The constitution of a private entity, without profit-making purposes, intended to administer a mechanism for protecting holders of credits against financial institutions and to carry out assistance and financial support operations with such institutions is authorized.

§ 1 ............................................................

§ 2 ............................................................

§ 3 The entity referred to in this article:

I - is considered a financial institution, for the purposes of Complementary Law No. 105 of January 10, 2001;

II - may have access to the information referred to in Resolution No. 3,658 of December 17, 2008, and the provisions of Article 8, item I, of that Resolution shall not apply to it.” (NR)

Art. 8. The institutions affiliated with the FGC are the Federal Savings Bank and institutions constituted in the form of multiple bank, commercial bank, investment bank, development bank, credit, financing and investment company, real estate credit company, mortgage company, and savings and loan association operating in the Country that:

I - receive demand deposits, in savings accounts or time deposits;

II - accept exchange bills;

III - raise funds through the issuance and placement of real estate letters, mortgage letters, real estate credit letters, or agribusiness credit letters; and

IV - raise funds through repo operations having as object securities issued by a related company.

Sole Paragraph. Affiliation with the FGC by institutions that are to be constituted in the organizational forms mentioned in the main text must be proven to the Central Bank of Brazil prior to the commencement of their operations.

Art. 9. This Resolution enters into force on the date of its publication.

Art. 10. Resolutions Nos. 4,087 of May 24, 2012, and 4,115 of July 26, 2012, are hereby repealed.

Alexandre Antonio Tombini
President of the Central Bank of Brazil

ANNEX I TO RESOLUTION NO. 4,222 OF MAY 23, 2013

STATUTE OF THE FGC

CHAPTER I

OF THE NAME, OBJECT, PURPOSE, HEADQUARTERS, AND TERM

Art. 1. The Credit Guarantee Fund (FGC) is a civil association without profit-making purposes, with private law legal personality, governed by this statute and by applicable legal and regulatory provisions.

Sole Paragraph. The FGC does not exercise any public function, including by delegation.

Art. 2. The purposes of the FGC are:

I - to protect depositors and investors within the financial system, up to the limits established by regulation;

II - to contribute to the maintenance of stability of the National Financial System; and

III - to contribute to the prevention of systemic banking crisis.

Art. 3. The object of the FGC is to provide guarantee of credits against affiliated institutions, referred to in Article 11 of this statute, in the following situations:

I - the decree of intervention or extrajudicial liquidation of an affiliated institution; and

II - the recognition, by the Central Bank of Brazil, of the insolvency state of an affiliated institution that, under current legislation, is not subject to the regimes referred to in item I.

Sole Paragraph. By paying the debts of affiliated institutions, the FGC has the right to be reimbursed for what it paid in accordance with Article 346, item III, of the Civil Code.

Art. 4. Also included in the object of the FGC, considering the purposes provided for in items II and III of Article 2, is the contracting of assistance or financial support operations, including liquidity operations with affiliated institutions, directly or through companies indicated by them, including their controlling shareholders.

§ 1. The operations referred to in the main text may be contracted, including with the objective of promoting the transfer of shareholding control, transformation, incorporation, merger, spin-off, or other forms of corporate reorganization legally admitted in the interest of affiliated institutions.

§ 2. The operations referred to in this article shall be subject to the following provisions:

I - they may not exceed the projected value for guaranteed credits responsible for each affiliated institution or affiliated institutions of the same conglomerate, in the event of occurrence of the events provided for in items I and II of Article 3;

II - they shall observe the following limits in relation to the net equity of the FGC, including therein the value of advances of contributions due by the affiliates, contained in the monthly balance sheet or the annual balance sheet of the FGC:

a) up to 25% (twenty-five percent) for the set of operations carried out with each affiliated institution or with all affiliated institutions of the same financial conglomerate; and

b) up to 50% (fifty percent) for the set of operations referred to in this article.

§ 3. In the face of an adverse conjunctural situation, recognized by the Central Bank of Brazil, and in safeguarding the stability of the National Financial System, the risk limit provided for in item I of § 2 may be exceptionally exceeded, and the charges referred to in Article 32, item XIII, may be fixed on bases lower than market rates.

Art. 5. Observing the criteria, limits, diversification requirements, operational format, and contractual clauses established by the Board of Directors, the FGC may invest resources up to a global limit of 50% (fifty percent) of its net equity, plus the liabilities arising from the advance of ordinary contributions by affiliated institutions, contained in the monthly balance sheet or the annual balance sheet of the FGC:

I - in the acquisition of credit rights from financial institutions and leasing companies;

II - in fixed-income securities issued by affiliated institutions, provided they are backed by credit rights constituted or to be constituted with the resources of their respective investments; and

III - in linked operations in the manner of Resolution No. 2,921 of January 17, 2002.

§ 1. The FGC may alienate assets acquired as a result of the operations referred to in items I, II, and III of the main text.

§ 2. Except for the hypotheses provided for in this statute, the FGC is prohibited from investing resources in the acquisition of real estate, or in variable-income securities, except when received in settlement of credits of its ownership, after which they must be alienated.

Art. 6. The amount of resources used in the set of operations referred to in Articles 4 and 5 shall observe the limit of 75% (seventy-five percent) of the net equity of the FGC, plus the liabilities arising from the advance of ordinary contributions by affiliated institutions, contained in the monthly balance sheet or the annual balance sheet of the Fund.

Art. 7. The FGC may not refuse payment of guarantees provided on the grounds of non-payment of contributions by the affiliated institution.

Art. 8. The FGC has jurisdiction in the city of São Paulo (SP), with its headquarters located in said Municipality, at the address Avenida Brigadeiro Faria Lima, No. 201, 12th floor, CEP 05426-100.

Art. 9. The term of duration of the FGC is indefinite.

CHAPTER II

OF REVENUES AND EQUITY

Art. 10. The revenues of the FGC consist of:

I - ordinary and special contributions from affiliated institutions;

II - service fees resulting from the issuance of checks without sufficient funds;

III - recoveries of credit rights in which the FGC has been subrogated, due to payment of debts of affiliated institutions relating to guaranteed credits;

IV - net result of services provided by the FGC and earnings from investment of its resources;

V - remuneration and charges corresponding to the receipt of values due due to the realization of operations referred to in Articles 4 and 5; and

VI - revenues from other sources.

§ 1. The liability of affiliated institutions is limited to the contributions they are obliged to make, observing the conditions fixed in the bylaws of the FGC, not responding subsidiarily for the social obligations of the Fund.

§ 2 If circumstances indicate, at any time, that the equity of the FGC needs additional revenues to meet its obligations, resources from the following sources shall be used, in the following order:

I - extraordinary contributions from affiliated institutions, established in the manner of Article 32, item II, of this statute;

II - advance, by affiliated institutions, of up to 12 (twelve) ordinary monthly contributions;

III - credit operations with private, official, or multilateral institutions; and

IV - other sources of resources, upon proposal by the FGC administration and with prior authorization from the Central Bank of Brazil.

CHAPTER III

OF FINANCIAL INSTITUTIONS

Art. 11. The institutions affiliated with the FGC are the Federal Savings Bank, multiple banks, commercial banks, investment banks, development banks, credit, financing and investment companies, real estate credit companies, mortgage companies, and savings and loan associations, operating in the Country, that:

I - receive demand deposits, in savings accounts or time deposits;

II - accept exchange bills;

III - raise funds through the issuance and placement of real estate letters, mortgage letters, real estate credit letters, or agribusiness credit letters; and

IV - raise funds through repo operations having as object securities issued, after March 8, 2012, by a related company.

Art. 12. The FGC shall have an unlimited number of affiliated institutions.

§ 1. Just cause, for the purpose of exclusion from the roll of affiliates of the FGC, is considered the decree of intervention or extrajudicial liquidation of the affiliated institution, as well as the change of corporate purpose whereby the affiliated institution ceases to comply with the provisions of Article 11.

§ 2. The affiliate is entitled to offer a defense to the Board of Directors, within a period of 15 (fifteen) days, counted from the notification of the exclusion of the institution from the roll of affiliates of the FGC.

§ 3. From the decision of the Board of Directors, an appeal, without suspensive effect, may be filed to the General Assembly.

§ 4. It is the right of the affiliated institution to withdraw from the roll of affiliates of the FGC when it deems necessary, provided it proves that it no longer exercises the activities provided for in Article 11 of this Statute nor holds a balance of operations subject to ordinary or special guarantee provided by the FGC.

Art. 13. The duties of the affiliates are:

I - to comply with and enforce the statute and internal regulations;

II - to attend, vote, respect, and comply with the decisions of the General Assembly; and

III - to honor contributions punctually, according to established criteria.

Art. 14. All affiliates may freely exercise the rights provided for in this statute.

CHAPTER IV

OF THE GOVERNING BODIES OF THE FGC AND THE GENERAL ASSEMBLIES

Art. 15. The governing bodies of the FGC are:

I - the General Assembly;

II - the Board of Directors;

III - the Advisory Council;

IV - the Executive Board; and

V - the Fiscal Council.

Sole Paragraph. The members of the governing bodies of the FGC do not respond subsidiarily or jointly for the social obligations of the FGC, in accordance with item V of Article 46 of the Brazilian Civil Code.

Art. 16. The General Assembly, the supreme deliberative body of the FGC, is integrated by all affiliated institutions, with the prerogative to exercise the right to vote, observing the following rules:

I - only affiliates that are up to date with contributions due to the FGC may vote; and

II - the voting right of each affiliate shall correspond to the sum of the voting units of which they are holders.

§ 1. Each real disbursed in the last ordinary contribution before the respective General Assembly, disregarding cents, shall confer upon the affiliated institution one voting unit.

§ 2. The voting right of affiliated institutions belonging to the same financial conglomerate shall take into account the amount of the ordinary contribution effectively disbursed in favor of the FGC by the set of institutions, allowing, however, the exercise of the voting right relative to the voting units of the entire conglomerate by the affiliated institution designated in writing by the leading institution of the conglomerate for this purpose.

Art. 17. By April 30 of each year, affiliated institutions must meet in an Ordinary General Assembly to:

I - take the accounts of the administrators, examine, discuss, and vote on the financial statements, based on the opinions of independent auditors and the Fiscal Council;

II - elect the members of the Board of Directors, the Fiscal Council, the Executive Board, and the Advisory Council;

III - designate the President and Vice President of the Board of Directors; and

IV - fix the global limit of remuneration for the Board of Directors, the Executive Board, and the Fiscal Council, to be distributed among their members according to the deliberation of the Board of Directors.

Art. 18. The Extraordinary General Assembly may be convened to deliberate on other matters of interest to the FGC.

Art. 19. The General Assembly shall be convened at least 10 (ten) days in advance, through 3 (three) consecutive publications in the Official Gazette of the Union, always indicating the agenda:

I - by the President of the Board of Directors, on his own initiative or at the request of 2 (two) or more of its members;

II - by 2 (two) or more members of the Board of Directors signatories of the request to the President of the Board of Directors, in case the latter does not promote the publication of the convening notice within 10 (ten) days, counted from the receipt of the request; and

III - on the initiative of affiliated institutions that represent together, at least, 1/5 (one fifth) of the total voting units, observing the criteria of Article 16 of this statute.

Art. 20. The General Assembly shall be installed and presided over by the President of the Board of Directors, who will invite one of those present to secretary the proceedings.

Sole Paragraph. In the absence of the president of the council, the General Assembly shall be installed by any of the councilors, with the affiliated institutions present electing the president of the assembly.

Art. 21. The General Assembly shall be installed with any number of associated institutions present, and its decisions shall be taken by a simple majority of the voting units present at the assembly, observing the criteria of Art. 16 of this statute.

Art. 22. The following quorums apply to decisions regarding the amendment of the FGC statute or bylaws, or the election and removal of members of the Board of Directors or the Executive Board:

I - installation at first call with the presence of at least 50% (fifty percent) plus one of the voting units of the associated institutions, and at subsequent calls with the presence of at least 1/3 (one third) of the voting units of the associated institutions;

II - decision-making by at least 2/3 (two thirds) of the voting units of the associated institutions present at the assembly.

Sole Paragraph. Once the amendment of the statute or bylaws is approved by the General Assembly, the respective proposal must be forwarded to the Central Bank of Brazil for examination and submission to the Monetary National Council.

Art. 23. An associated institution may be represented by another, through a power of attorney with specific powers for each General Assembly.

CHAPTER V

OF THE ADMINISTRATION OF THE FGC

Art. 24. The FGC shall be administered by the Board of Directors and the Executive Board, elected by the General Assembly, observing the criteria of Art. 16 and the following procedures:

I - the election of members of the Board of Directors shall be done by voting on slates, containing the names of candidates for full or alternate positions for all positions in dispute, which must be registered with the board as soon as the General Assembly announces the quantity of positions in dispute;

II - the name of each candidate for full or alternate member of the Board of Directors must comprise only one slate;

III - each associated institution may register only one slate;

IV - the slate that obtains the highest number of votes from the associated institutions shall be considered the winner, according to the quorums established in Art. 22; and

V - in the event of a tie in the voting, a new General Assembly shall be convened, reopening the period for the presentation of slates.

Art. 25. The Board of Directors shall be composed of 5 (five) to 9 (nine) full members and an equal number of alternates, natural persons residing in the country, observing the following provisions:

I - the participation of controllers, administrators, or employees of financial institutions, administrators of third-party resources, other institutions authorized to operate by the Central Bank of Brazil, or companies belonging to their respective conglomerates is not permitted, nor is the participation of professionals from these institutions or companies who are formally licensed or temporarily absent; and

II - the participation of administrators or employees of class entities representing financial institutions or other institutions authorized to operate by the Central Bank of Brazil, nor professionals from these entities who are formally licensed or temporarily absent, is not permitted; and

III - in the event of resignation or impediment of a board member, the Board of Directors shall indicate one of the alternates to assume the vacancy until the end of the term.

Art. 26. The term of office of the members of the Board of Directors shall be up to 3 (three) years, with reelection allowed for one term.

§ 1º The management period shall extend until the investiture of the newly elected councilors.

§ 2º Members of the Board of Directors are exempt from providing management guarantees.

Art. 27. The Board of Directors must declare the position of a member vacant if they fail to participate in 3 (three) consecutive meetings without justified cause.

Art. 28. The Board of Directors shall meet upon call by the president, on his initiative or at the request of 2 (two) or more of its members.

§ 1º If the president, within 7 (seven) days of receiving the call request, does not issue the respective notice, 2 (two) or more members of the Board of Directors who requested the meeting may send it.

§ 2º The call notice must indicate the agenda and be delivered, with receipt, to the members of the Board of Directors, at least 10 (ten) days in advance.

§ 3º The advance notice referred to in § 2º is waived when the meeting has the presence or representation of all members of the Board of Directors, or alternatively, with a written statement from those members agreeing to the holding of the meeting.

§ 4º The meeting of the Board of Directors can only occur with the presence or representation of the absolute majority of its members, and decisions must be taken by majority vote, with the president having a casting vote in case of a tie.

§ 5º Minutes of the Board of Directors meetings must be recorded in the appropriate book, signed by those present.

Art. 29. The FGC shall have an Advisory Council, without executive functions, composed of up to 5 (five) full members and 5 (five) alternates, elected by the General Assembly, upon nomination of names made by the Board of Directors, with a term of 3 (three) years, with reelection allowed, and which shall meet upon call by the Board of Directors, when it decides to hear it on:

I - ideas, suggestions, and proposals in the formulation of policies, guidelines, and strategies for the FGC's performance of its purposes;

II - operations and businesses in which the FGC is asked to participate, which require adequate evaluation in terms of impact on the financial market; and

III - other matters, within the scope of the FGC's activities, that may impact the solidity and stability of the National Financial System.

§ 1º Members of the Advisory Council must be natural persons with recognized knowledge and experience in businesses, operations, and activities developed in the financial system, and the impediments provided for in items I and II of Art. 25 do not apply to them.

§ 2º The meetings of the Advisory Council shall be:

I - held upon free call by the Board of Directors, admitted to be held by telephone or electronic means, maintaining in a specific file a summary of the meetings; and

II - installed with the presence of the majority of its members.

§ 3º Members of the Advisory Council shall sign a confidentiality commitment letter addressed to the Central Bank of Brazil, a commitment that extends to the persons whom the councilor needs to hear to form their opinion.

Art. 30. The Executive Board, composed of 2 (two) to 5 (five) directors, one of whom is the executive director and the others without specific designation, shall be elected by the General Assembly for a term of 3 (three) years, with reelection allowed upon nomination of names made by the Board of Directors, observing the following provisions:

I - the participation of controllers, administrators, or employees of financial institutions, administrators of third-party resources, other institutions authorized to operate by the Central Bank of Brazil, or companies belonging to their respective conglomerates is not permitted, nor is the participation of professionals from these institutions or companies who are formally licensed or temporarily absent; and

II - the participation of administrators or employees of class entities representing financial institutions or other institutions authorized to operate by the Central Bank of Brazil, nor professionals from these entities who are formally licensed or temporarily absent, is not permitted.

Sole Paragraph. The management period shall extend until the investiture of the newly elected directors.

Art. 31. The names of the members elected to the Board of Directors, the Advisory Council, and the Executive Board must be submitted to the Central Bank of Brazil, which shall approve them if they meet the requirements established in the current regulation for the exercise of positions in statutory bodies of financial institutions and other institutions authorized to operate by said Autarchy.

§ 1º Once the respective names are approved, the members of the Board of Directors, the Advisory Council, and the Executive Board must take office after signing a confidentiality commitment letter addressed to the Central Bank of Brazil.

§ 2º Members of the Board of Directors, the Advisory Council, and the Executive Board, during the exercise of their term and for 4 (four) months counted from its end, are prohibited from exercising any remunerated activity for financial institutions, administrators of third-party resources, other institutions authorized to operate by the Central Bank of Brazil, companies belonging to their respective conglomerates, or class entities representing financial institutions or other institutions authorized to operate by the Central Bank of Brazil.

§ 3º Members of the Board of Directors and the Executive Board will continue to receive the remuneration attributed to the position during the 4 (four) month period after the end of their terms.

Art. 32. It is the responsibility of the Board of Directors:

I - to fix the percentage of the ordinary contribution of associated institutions to the FGC, upon specific request, duly justified, presented to the Central Bank of Brazil, for examination and submission to the prior authorization of the Monetary National Council, observing the maximum percentage established by the Monetary National Council;

II - to fix the conditions of the extraordinary contributions that associated institutions must make to finance the guarantee to be provided by the FGC in the case referred to in Art. 10, § 2º, item I, of this statute, observing that such contributions are limited to 50% (fifty percent) of the rate in force for ordinary contributions;

III - to fix the general orientation of the FGC's services, especially the policies and norms to be observed in fulfilling its social purposes and in the application of its resources, establishing the composition and risk diversification requirements of the portfolio, and may, in addition, contract its administration with third parties, observing the provisions of Art. 5º of this statute;

IV - to approve the internal regulations and define competencies for decision-making and practice of acts included in the object of the FGC;

V - to indicate to the General Assembly the names of candidates for members of the Executive Board, the Fiscal Council, and the Advisory Council;

VI - to approve the operating and investment budget of the FGC;

VII - to present to the Central Bank of Brazil, for examination and submission to the prior authorization of the Monetary National Council, a duly justified proposal to alter the percentage of the ordinary monthly contribution;

VIII - to approve the remuneration levels of the members of the Board of Directors, the Executive Board, and the Fiscal Council, observing the global limit fixed by the General Assembly;

IX - to deliberate on acts and operations that, according to this statute or the internal regulations, are within its competence, including the alienation of permanent asset items;

X - to deliberate on the hiring of independent auditors;

XI - to designate the president of the advisory council;

XII - to examine the monthly balance sheet and express an opinion on the report and the financial statements of the FGC;

XIII - to establish the form and fix the conditions of the operations provided for in Art. 4º of this statute, in a general or specific manner, in terms of deadlines, charges, guarantees, and other conditions;

XIV - to establish the criteria, limits, diversification requirements, operational format, and contractual clauses of the operations provided for in Art. 5º of this statute;

XV - to deliberate on the hiring of insurance or other type of protection existing in the market to provide guarantee to members of FGC bodies referred to in items II, III, IV, and V of Art. 15, against eventual claims formulated by third parties resulting from acts practiced in the exercise of the mandate, even if already concluded; and

XVI - to deliberate on omitted cases.

Art. 33. It is the responsibility of the Executive Board, in addition to the practice of ordinary management acts:

I - the active and passive representation of the FGC, in court or out of it;

II - the administration of the FGC, according to the statute and the internal regulations; and

III - the approval of the operations provided for in Art. 4º of this statute, respecting the form and conditions established by the Board of Directors; and

IV - the approval of the operations provided for in Art. 5º of this statute, respecting the criteria established in the Internal Regulations, when characterized as operations directed to specific financial institutions.

Sole Paragraph. Representation in court, to receive citation or notification, to give personal testimony, or analogous acts, shall be the responsibility of the executive director, who may indicate, to do so on his behalf, another director or attorney with specific powers.

Art. 34. The FGC may only assume obligations through joint signature:

I - of 2 (two) directors; and

II - of 1 (one) director together with an attorney with a specific mandate.

Sole Paragraph. The powers of attorney of the FGC shall be granted by 2 (two) directors and must contain the specification of the powers conferred and the validity period, except in the granting of powers of attorney for judicial purposes, which may be issued with indefinite validity.

CHAPTER VI

OF THE SOCIAL EXERCISE AND FINANCIAL STATEMENTS

Art. 35. The social exercise of the FGC coincides with the calendar year.

§ 1º At the end of each semester, the Executive Board must have semi-annual financial statements prepared.

§ 2º At the end of each social exercise, the executive board must have a balance sheet and statement of the result of the exercise prepared, as well as a report on the activities and the result of the period and the situation of the reserves at the end of the exercise, with a view to the respective appreciation by the board of directors.

§ 3º The semi-annual and annual financial statements of the FGC must be examined by independent auditors, published in the Official Gazette of the Union, and disseminated on the FGC's website on the internet.

Art. 36. The result annually determined by the FGC must be registered in the reserves provided for in the internal regulations.

CHAPTER VII

OF THE FISCAL COUNCIL

Art. 37. The FGC shall have a Fiscal Council composed of 3 (three) full members and an equal number of alternates, elected by the General Assembly.

Art. 38. It is the responsibility of the Fiscal Council to examine the balance sheets and financial statements of the FGC, the reports of the administration and independent auditors, issuing an opinion on these documents for appreciation by the Ordinary General Assembly.

Art. 39. The term of office of the members of the Fiscal Council shall be up to 3 (three) years, with reelection allowed.

Sole Paragraph. The provisions of items I and II of Art. 25 and Art. 31 of this statute apply to the members of the Fiscal Council.

CHAPTER VIII

OF LIQUIDATION

Art. 40. The FGC shall enter liquidation in the cases provided for by law or by determination of the Monetary National Council, upon decision of the General Assembly, with the Board of Directors responsible for appointing the liquidator, hearing the Central Bank of Brazil.

Art. 41. In the event of dissolution of the FGC, its assets shall be destined to a similar entity that succeeds it in its rights and obligations.

ANNEX II TO RESOLUTION NO. 4,222, OF MAY 23, 2013

REGULATIONS OF THE FGC

CHAPTER I

OF THE ORDINARY GUARANTEE

Art. 1º The beneficiaries of the ordinary guarantee provided by the Credit Guarantee Fund (FGC) to associated institutions, referred to in Art. 11 of the FGC Statute, are the investors and depositors of such institutions.

Art. 2º The object of the ordinary guarantee provided by the FGC is the following credits:

I - demand deposits or withdrawable upon prior notice;

II - savings deposits;

III - time deposits, with or without issuance of certificate;

IV - deposits maintained in non-checkable accounts, intended for the recording and control of the flow of resources related to the provision of payment services for salaries, wages, pensions, and similar;

V - bills of exchange;

VI - real estate letters;

VII - mortgage letters;

VIII - real estate credit letters;

IX - agribusiness credit letters;

X - committed operations that have as object titles issued after March 8, 2012, by a linked company.

§ 1º The ordinary guarantee does not cover other credits, including:

I - deposits, loans, or any other resources captured or withdrawn abroad;

II - operations related to government interest programs established by law;

III - judicial deposits;

IV - any financial instrument containing a subordination clause, authorized or not by the Central Bank of Brazil to integrate the reference equity of financial institutions and other institutions authorized to operate by said Autarchy.

§ 2º The ordinary guarantee does not cover credits by shares of investment funds administered by associated institutions.

§ 3º The total of credits of each person against the same associated institution, or against all associated institutions of the same financial conglomerate, shall be guaranteed up to the value of R$ 250,000.00 (two hundred and fifty thousand reais).

§ 4º For the purpose of determining the guaranteed value of each person's credits, the following criteria must be observed:

I - the holder of the credit is the one in whose name the credit is registered in the accounting of the associated institution or the one designated in a title issued or accepted by it;

II - the credits of each creditor identified by their respective registration number in the Individual Taxpayer Registry (CPF)/National Registry of Legal Entities (CNPJ) against all associated institutions of the same financial conglomerate must be summed;

III - in the event of application in a credit instrument related to the items of the main text whose negotiation is intermediated by an institution belonging to the National Financial System (SFN), the ownership of the credits against the associated institutions to the FGC must be proven, by the client of the intermediary institution in the operation, through the presentation of the title negotiation note in the form of Circular No. 915, of February 13, 1985;

IV - credits titled by associations, condominiums, cooperatives, groups, or consortium administrators, supplementary pension entities, insurance companies, capitalization societies, and other societies and associations without legal personality and similar entities shall be guaranteed up to the value of R$ 250,000.00 (two hundred and fifty thousand reais) in the totality of their assets in the same financial conglomerate;

V - in joint accounts, the guarantee value is limited to R$ 250,000.00 (two hundred and fifty thousand reais), or to the account balance, when lower than this limit, divided by the number of holders, with the credit of the guaranteed value being made individually.

§ 5º In the case provided for in § 4º, item III, the intermediary institution of the operation must present to the interventor or the liquidator the list of its clients containing the applied values, the date, and the other characteristics of the application in titles under the responsibility of an issuer under intervention or extrajudicial liquidation.

Art. 3º When the FGC's liquidity reaches 2% (two percent) of the total of the balances of the accounts covered by the guarantee, in the set of associated institutions, the Board of Directors, upon a justified proposal of the Executive Board, presented to the Central Bank of Brazil, for examination and submission to the prior authorization of the Monetary National Council, may deliberate the temporary suspension of the contributions of the associated institutions to the fund.

§ 1º If, after the decision referred to in the main text, the FGC's liquidity comes to represent less than 2% (two percent) of the total of the balances of the accounts covered by the guarantee, the associated institutions must resume paying contributions, until the liquidity returns to reach the level of 2% (two percent) of the total of the balances of the accounts covered by the guarantee.

§ 2º For the purpose of quantifying the FGC's liquidity, the balances available in cash and in liquid financial applications must be considered.

§ 3º Liquid financial applications, for the purpose of § 2º, are those registered in the current asset of the balance sheet of the exercise and the monthly balance sheets.

Art. 4º When the situations provided for in the items of Art. 3º of the statute occur, the information regarding the values corresponding to the payment of the guarantee shall be provided directly to the FGC by the legal representative of the associated institution, with the FGC responsible for designating the financial institution in charge of the payments.

CHAPTER II

OF THE SPECIAL GUARANTEE

Art. 5º The object of the special guarantee provided by the FGC is time deposits, without issuance of certificate, under the conditions and limits established by the Monetary National Council, captured by authorized institutions.

§ 1º The deposits referred to in the main text shall be known as "Time Deposits with Special FGC Guarantee (DPGE)" and must be specified as such in the contracts.

§ 2º The FGC's coverage of the DPGE shall only be demanded in the situations referred to in Art. 3º of the FGC statute, and must be paid within 3 (three) business days after the decree of intervention or extrajudicial liquidation, with the FGC responsible for designating a financial institution to execute the payment of the guaranteed investments.

§ 3º The deadline of up to 3 (three) days for liquidation shall be extended, in the event of divergence or delay in the delivery of information and documents, until the procedures published by the FGC on its website on the internet are met.

§ 4º The deposits referred to in the main text must be concluded with a single holder, to be identified by their respective Individual Taxpayer Registry (CPF) or National Registry of Legal Entities (CNPJ) number, with the maintenance of deposits in the form of joint accounts prohibited.

§ 5º The FGC's coverage of the DPGE shall be corrected by the contractual indices of the respective instruments until the date of the decree of intervention or extrajudicial liquidation of an associated institution.

Art. 6º The total of credits of each person against the same associated institution to the FGC, or against all associated institutions of the same financial conglomerate, relating to the DPGE, shall be guaranteed up to the maximum value of R$ 20,000,000.00 (twenty million reais).

Sole Paragraph. For the purpose of determining the guaranteed value of each depositor's credits, the following criteria shall be observed:

I - the holder of the credit is the one in whose name the credit is registered in the accounting of the associated institution or the one designated in a title issued or accepted by it;

II - the credits of each creditor identified by their respective Individual Taxpayer Registry (CPF) or National Registry of Legal Entities (CNPJ) against all institutions associated with the same financial conglomerate must be added together;

III - credits represented by associations, condominiums, cooperatives, groups or consortium administrators, complementary pension entities, insurance companies, capitalization societies, and other societies and associations without legal personality and similar entities shall be guaranteed up to the value of R$ 20,000,000.00 (twenty million reais) for the total of their claims in the same financial conglomerate.

Art. 7. The deposit collection limit, for the purposes of Art. 5 of this regulation, is that established by the National Monetary Council.

Art. 8. Financial institutions that collect Guaranteed Savings Deposits (DPGE) must provide holders of these deposits with a certificate of specific deposit registration, issued by the registering entity.

Sole Paragraph. The registration certificate referred to in the main text must be sent to the depositor within 5 (five) business days after the operation is contracted.

CHAPTER III

GENERAL PROVISIONS

Art. 9. The receipt of credits against associated institutions through powers of attorney must be previously justified and approved by the FGC.

Art. 10. If procedures are detected that may facilitate, through the use of artifices, the payment of a value higher than the established limit, with the intent to benefit the same person, or if operations whose agreed conditions reveal indications of fraud, the FGC, through a reasoned decision regarding the specific depositor or investor, may suspend payment until the facts are clarified.

Sole Paragraph. It is the responsibility of the interested party to demonstrate the integrity of the procedures adopted, and it is at the FGC's discretion to accept or not the arguments and evidence presented.